We are pleased to inform you that on
[ ,
2008], the Board of Directors of The E. W. Scripps Company
approved the spin-off of Scripps Networks Interactive, Inc., a
wholly-owned subsidiary of The E. W. Scripps Company. Following
the spin-off, Scripps Networks Interactive, Inc.s assets
and businesses will consist largely of those that The E. W.
Scripps Company attributes to its existing networks and
interactive media businesses and that are reported as its
networks and interactive media business segments in its
financial statements.

The spin-off of Scripps Networks Interactive, Inc. will occur on
[ ,
2008], by way of a pro rata distribution of 100 percent of
the shares of Scripps Networks Interactive, Inc. by The E. W.
Scripps Company to The E. W. Scripps Companys
shareholders. In the distribution, each of The E. W. Scripps
Company shareholders will receive one Class A Common Share
of Scripps Networks Interactive, Inc. for each Class A
Common Share of The E. W. Scripps Company and one Common Voting
Share of Scripps Networks Interactive, Inc. for each Common
Voting Share of The E. W. Scripps Company, each as held at
5:00 p.m., New York City time, on
[ ,
2008], which is the record date of the spin-off. [The dividend
of the Class A Common Shares will be paid in book-entry
form, and physical share certificates therefore will be issued
only upon request.] The dividend of the Common Voting Shares
will be paid in certificate form, with physical share
certificates issued to the holders of Common Voting Shares of
The E. W. Scripps Company as of the record date of the spin-off.
If you own your shares through a broker, your brokerage account
will be credited with the new shares of Scripps Networks
Interactive. If you have an account with E. W. Scripps
transfer agent, the new shares of Scripps Networks Interactive
will be credited to your account at Bank of New York Mellon. The
number of Class A Common Shares or Common Voting Shares of
The E. W. Scripps Company that you currently own will not change
as a result of the distribution.

Based on a letter ruling we received from the U.S. Internal
Revenue Service, your receipt of Scripps Networks Interactive,
Inc. shares in the spin-off will be tax-free for
U.S. federal income tax purposes. You should, of course,
consult your own tax advisor as to the particular consequences
of the spin-off to you.

Following the spin-off, you will own shares in both The E. W.
Scripps Company and Scripps Networks Interactive, Inc. The E. W.
Scripps Company Class A Common Shares will continue to
trade on the New York Stock Exchange under the symbol
SSP. We intend to apply to have Scripps Networks
Interactive, Inc. Class A Common Shares authorized for
listing on the New York Stock Exchange under the symbol
SNI.

We believe the spin-off, which will create two distinct
companies with separate ownership and management, will enhance
value for The E. W. Scripps Company shareholders.

Approval of the spin-off by the vote of holders of our
Class A Common Shares is not required. Approval of the
spin-off by the vote of holders of our Common Voting Shares is
expected at our annual meeting of shareholders scheduled for
[ ,
2008]. You are not required to take any affirmative action to
receive your Scripps Networks Interactive, Inc. shares.

Because this strategic separation will result in the value of
our networks and interactive media businesses being transferred
to Scripps Networks Interactive, Inc., the value of the shares
of The E. W. Scripps Company will decrease upon completion of
the separation.

The enclosed information statement, which is being mailed to all
of The E. W. Scripps Company shareholders, describes the
spin-off in detail and contains important information about
Scripps Networks Interactive, Inc., including its financial
statements. We urge you to read this information statement
carefully.

We want to thank you for your continued support of The E. W.
Scripps Company, and we look forward to your support of Scripps
Networks Interactive, Inc. in the future. We remain committed to
working on your behalf to build long-term shareholder value.

This information statement is being furnished in connection with
the distribution to holders of Class A Common Shares and
Common Voting Shares of The E. W. Scripps Company (E. W.
Scripps) of all of the outstanding Class A Common
Shares and Common Voting Shares of Scripps Networks Interactive,
Inc. (Scripps Networks Interactive).

Scripps Networks Interactive is currently a wholly-owned
subsidiary of E. W. Scripps. Following the distribution, the
assets and businesses of Scripps Networks Interactive will
consist largely of those that E. W. Scripps attributes to its
existing networks and interactive media businesses and that are
reported in its financial statements as its networks and
interactive media business segments.

Shares of Scripps Networks Interactive will be distributed,
subject to certain customary conditions, to the shareholders of
record of E. W. Scripps as of the close of business of the New
York Stock Exchange on
[ ,
2008], which will be the record date for the spin-off. These
shareholders will receive one Class A Common Share of
Scripps Networks Interactive for each Class A Common Share
of E. W. Scripps and one Common Voting Share of Scripps Networks
Interactive for each Common Voting Share of E. W. Scripps, each
as held on the record date. The dividend of the Scripps Networks
Interactive Class A Common Shares will be made in
book-entry form, and physical certificates therefore will be
issued only upon request. The dividend of the Common Voting
Shares will be made in certificate form, with physical share
certificates issued to the holders of Common Voting Shares of
The E. W. Scripps Company as of the record date of the spin-off.
The spin-off will be effective at 12:01 a.m., New York City
time on
[ ,
2008], the distribution date.

You are not required to take any further action in connection
with the spin-off. We are not asking you for a proxy, and you
should not send us a proxy. You will not be required to pay for
the shares of Scripps Networks Interactive you are to receive in
the spin-off or to surrender or exchange shares of E. W. Scripps
in order to receive your shares of Scripps Networks Interactive.

There is no current trading market for the Scripps Networks
Interactive shares. We expect that a limited market, commonly
known as a when-issued trading market, for Scripps
Networks Interactive Class A Common Shares will develop on
or shortly before the record date for the spin-off and continue
through the distribution date, and we expect that
regular-way trading of Scripps Networks Interactive
Class A Common Shares will begin on the first trading day
after the distribution date. We intend to apply to have the
Scripps Networks Interactive Class A Common Shares
authorized for listing on the New York Stock Exchange under the
symbol SNI. Scripps Networks Interactive Common
Voting Shares will not be listed on any exchange, and we do not
expect a trading market to develop in those shares.

References in this information statement to (1) E.
W. Scripps refers to The E. W. Scripps Company and its
direct and indirect subsidiaries, and (2) the
Company, Scripps Networks Interactive,
we, us or our refer to
Scripps Networks Interactive, Inc. and its direct and indirect
subsidiaries. The transaction in which Scripps Networks
Interactive will be separated from E. W. Scripps and become a
separately-traded public company is referred to in this
information statement as the spin-off or the
separation.

In reviewing this information statement, you should carefully
consider the matters described under Risk Factors
beginning on page [ ].

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this information statement is
truthful or complete. Any representation to the contrary is a
criminal offense.

This information statement does not constitute an offer to sell
or the solicitation of an offer to buy any securities.

The date of this information statement is
[ ,
2008].

This information statement was first mailed to E. W. Scripps
shareholders on or about
[ ,
2008]

This information statement is being furnished solely to
provide information to The E. W. Scripps Company shareholders
who will receive Class A Common Shares and Common Voting
Shares of Scripps Networks Interactive, Inc. in the spin-off. It
is not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities of Scripps Networks
Interactive, Inc. or any securities of The E. W. Scripps
Company. This information statement describes the business of
Scripps Networks Interactive, Inc., the relationship between
Scripps Networks Interactive, Inc. and The E. W. Scripps
Company, how the spin-off affects The E. W. Scripps Company and
its shareholders, and provides other information to assist you
in evaluating the benefits and risks of holding or disposing of
the shares that you will receive in the spin-off. You should be
aware of certain risks relating to the spin-off, the business of
Scripps Networks Interactive, Inc. and ownership of your shares.
These risks are described under the heading Risk
Factors.

You should not assume that the information contained in this
information statement is accurate as of any date other than the
date set forth on the cover. Changes to the information
contained in this information statement may occur after that
date. Neither Scripps Networks Interactive nor E. W. Scripps
undertakes any obligation to update the information in this
information statement, except in the normal course of their
respective public disclosure obligations and practices.

The spin-off is the overall transaction of separating Scripps
Networks Interactive from E. W. Scripps, which will be
accomplished through a series of transactions that will result
in Scripps Networks Interactive owning the assets and
liabilities of the existing networks and interactive media
business segments operated by E. W. Scripps and separately
reported as such in its financial statements. If you are a
holder of shares of E. W. Scripps on the record date for the
distribution of shares of Scripps Networks Interactive, you will
be entitled to receive one Class A Common Share of Scripps
Networks Interactive for each Class A Common Share of E. W.
Scripps that you hold on the record date and one Common Voting
Share of Scripps Networks Interactive for each Common Voting
Share of E. W. Scripps that you hold on the record date. No
action on your part is required for you to participate in the
distribution. You do not have to surrender or exchange your
shares of E. W. Scripps or pay cash or any other consideration
to receive the Scripps Networks Interactive shares. The number
of shares of E. W. Scripps that you currently own will
not change as a result of the distribution. This information
statement describes the business of Scripps Networks
Interactive, the relationship of Scripps Networks Interactive
with E. W. Scripps and how this transaction affects E.
W. Scripps and its shareholders, and provides other information
to assist you in evaluating the benefits and risks of holding or
disposing of the Scripps Networks Interactive shares that you
will receive in the distribution.

Q:

What is Scripps Networks Interactive, Inc.?

A:

Scripps Networks Interactive is currently an existing
wholly-owned indirect subsidiary of E. W. Scripps and is
incorporated in the State of Ohio. Following the spin-off,
Scripps Networks Interactive will be an independent
publicly-traded company.

Q:

Why is E. W. Scripps separating its national television
networks and interactive media businesses from its newspaper
publishing, broadcast television and licensing and syndication
businesses?

A:

The E. W. Scripps Board of Directors has authorized the
separation of Scripps Networks Interactive into its own publicly
traded company because it believes the separation will be
beneficial to E. W. Scripps and its shareholders. The separation
will create two publicly traded companies: one focused on
creating national lifestyle media brands and the other on
building market-leading local media franchises. This will allow
each company to have a sharpened strategic focus to foster
continued growth, solid operating performance and a clear
strategic vision of how best to build upon its competitive
strengths and allocate its financial resources. The market price
of Scripps Networks Interactive common shares and E. W. Scripps
common shares is expected to more closely reflect the true
enterprise value of the companies than the market price of E. W.
Scripps common shares currently does. As a result, we believe
the separation will better align managements strategies
with shareholder interests and improve each companys
performance.

For a further explanation of the reasons for the spin-off and
more information about the business of Scripps Networks
Interactive, see The Separation  Reasons for
the Separation and Business herein.

Q:

Why is the separation of the two companies structured as a
spin-off?

A:

The E. W. Scripps Board of Directors believes that a tax-free
spin-off of shares of Scripps Networks Interactive is a
cost-effective and tax efficient way to separate the business
segments to accomplish the business purposes underlying the
spin-off, including creation of long-term value for the E. W.
Scripps shareholders. The equity capital and governance
structure of Scripps Networks Interactive is designed to be
substantially similar to that of E. W. Scripps.

Q:

What is the record date for the distribution?

A:

The record date is
[ ,
2008], and ownership will be determined as of the close of
business of the New York Stock Exchange on that date.
References to the record date in this information
statement mean that time and date.

Shares will be distributed on
[ ,
2008], which is sometimes referred to in this information
statement as the distribution date.

Q:

Can E. W. Scripps decide to cancel the distribution of the
Scripps Networks Interactive shares even if all of the
conditions have been met?

A:

Yes. The distribution is conditioned upon satisfaction or waiver
of certain conditions. See The Separation 
Conditions to the Distribution herein. E. W. Scripps has
the right to terminate the distribution of the shares, even if
all of these conditions are met, if at any time the E. W.
Scripps Board of Directors determines, in its sole discretion,
that the business purposes for the spin-off may not be realized
or that E. W. Scripps is otherwise better served by keeping the
business segments combined in one company, thereby making the
distribution not in the best interest of E. W. Scripps and its
shareholders, or that market conditions are such that it is not
advisable to spin-off the networks and interactive media
business segments.

Q:

What will happen to the listing of the Class A Common
Shares of E. W. Scripps?

A:

The Class A Common Shares of E. W. Scripps will continue to
be traded on the New York Stock Exchange (NYSE)
under the symbol SSP.

Q:

What will I receive in the spin-off?

A:

In the spin-off, you will receive one Class A Common Share
of Scripps Networks Interactive for each Class A Common
Share of E. W. Scripps that you own as of the record date for
the spin-off and one Common Voting Share of Scripps Networks
Interactive for each Common Voting Share of E. W. Scripps that
you own as of the record date for the spin-off. Immediately
after the spin-off, you will still own your shares of E. W.
Scripps.

After the spin-off, the certificates and book-entry interests
representing E. W. Scripps shares will represent such
shareholders interests in the businesses remaining with E.
W. Scripps following the spin-off. After the spin-off, the
certificates and book-entry interests representing Scripps
Networks Interactive shares that shareholders receive in the
spin-off will represent their interest in the networks and
interactive media business segments formerly operated by E. W.
Scripps.

If you own E. W. Scripps Class A Common Shares as of the
close of business on the record date, E. W. Scripps, with the
assistance of Bank of New York Mellon, the distribution agent,
will electronically issue Class A Common Shares of Scripps
Networks Interactive to you or to your brokerage firm on your
behalf by way of direct registration in book-entry form. Scripps
Networks Interactive will not issue paper share certificates for
your Class A Common Shares unless you request it to. If you
own E. W. Scripps Common Voting Shares as of the close of
business on the record date, E. W. Scripps, with the assistance
of the distribution agent, will issue paper share certificates
to you for your Common Voting Shares of Scripps Networks
Interactive. If you are a registered shareholder (meaning you
own your shares directly through an account with E. W.
Scripps transfer agent), the distribution agent will mail
you a book-entry account statement that reflects the number of
Scripps Networks Interactive shares you own. If you own your E.
W. Scripps shares through a bank or brokerage account, your bank
or brokerage firm will credit your account with the Scripps
Networks Interactive shares.

Following the distribution, if your shares are held at the
transfer agent, you may request that your shares of either E. W.
Scripps or Scripps Networks Interactive be transferred to a
brokerage or other account at any time. You should consult your
broker if you wish to transfer your shares.

Q:

What do I need to do now?

A:

You do not need to take any action, although we urge you to read
this information statement carefully. The approval of the
holders of the Class A Common Shares of E. W. Scripps is
not required or sought to effect the spin-off. Thus E. W.
Scripps is not seeking a proxy from the holders of any
Class A Common Shares and the holders of any Class A
Common Shares are not being asked to send us a proxy. The
holders of the Common Voting Shares of E. W. Scripps are
expected to approve the spin-off at the annual meeting to be
held on
[ ,
2008]. See Shareholder Vote and Dissenters
Rights herein.

You will not be required to pay anything for the Scripps
Networks Interactive shares distributed in the spin-off or to
surrender any shares of E. W. Scripps. You should not return
your E. W. Scripps share certificates to the Company. You will
automatically receive your shares of Scripps Networks
Interactive when and if the spin-off is consummated.

Q:

Will any anti-takeover protections exist following the
distribution?

A:

Following the distribution, The Edward W. Scripps Trust will
hold approximately 88 percent of our Common Voting Shares.
Given the concentration of ownership of our Common Voting Shares
in the Trust, no potential merger, takeover or other change of
control transaction will occur without the approval of the
Trust. See Risk Factors  Risks Relating to Our
Class A Common Shares and The
Separation  Matters Related to The Edward W. Scripps
Trust. Certain provisions of our articles of incorporation
and certain provisions of the inter-company agreements that will
be entered into between E. W. Scripps and Scripps
Networks Interactive in connection with the distribution could
discourage potential acquisition proposals. See Our
Relationship with E. W. Scripps Following the Spin-Off and
Description of Our Capital Stock.

Q:

What are the U.S. Federal Income Tax consequences of the
spin-off to E. W. Scripps shareholders?

A:

Based on the private letter ruling that E. W. Scripps has
received from the Internal Revenue Service, you will not
recognize gain or loss on the receipt of shares of Scripps
Networks Interactive in the spin-off. You will allocate your tax
basis in your E. W. Scripps shares between E. W. Scripps and
Scripps Networks Interactive shares in proportion to the
relative fair market values of such shares at the time of the
spin-off. See The Separation  Certain U.S.
Federal Income Tax Consequences of the Distribution. You
should consult your tax advisor about how this allocation will
work in your situation (including a situation where you have
purchased E. W. Scripps shares at different times or for
different amounts) and regarding any particular consequences of
the distribution to you, including the application of state,
local and foreign tax laws.

Q:

What if I want to sell my shares of E. W. Scripps or Scripps
Networks Interactive?

A:

You should consult with your own financial advisor, such as your
stockbroker, bank or tax advisor. Neither
E. W. Scripps nor Scripps Networks Interactive makes
any recommendation on the purchase, retention or sale of shares
of E. W. Scripps or those of Scripps Networks Interactive to be
distributed.

If you do decide to sell any shares, you should make sure your
stockbroker, bank or other nominee understands whether you want
to sell some or all of your E. W. Scripps shares, your Scripps
Networks Interactive shares after the distribution, or both.

Q:

Where will I be able to trade Class A Common Shares of
Scripps Networks Interactive?

A:

There is not currently a public market for the Class A
Common Shares of Scripps Networks Interactive. We intend to
apply to have our Class A Common Shares authorized for
listing on the NYSE under the symbol SNI. Trading in
Scripps Networks Interactive Class A Common Shares is
expected to begin on a when-issued basis on or
shortly before the record date and regular-way
trading in such shares is expected to begin on the first trading
day following the distribution date. If trading does begin on a
when-issued basis, you may purchase or sell your
Scripps Networks Interactive Class A Common Shares after
that time, but your transaction will not settle until after the
distribution date. On the first trading day following the
distribution date, when-issued trading in respect of
Scripps Networks Interactive Class A Common Shares will end
and regular-way trading will begin. We cannot
estimate trading prices, either before or after the distribution
date, for Scripps Networks Interactive Class A Common
Shares.

Q:

What will be the relationship between E. W. Scripps and
Scripps Networks Interactive following the separation?

A:

The separation will establish Scripps Networks Interactive and
E. W. Scripps as separate public companies. Both companies will,
however, continue to benefit from certain commercial
arrangements between them. For a period after the transaction,
transition service agreements will be in place to provide
certain services between the two companies. Other agreements
will be in place to provide for the allocation between us and E.
W. Scripps

of E. W. Scripps assets, liabilities and obligations
attributable to periods prior to our separation from
E. W. Scripps and will cover such matters as employee
benefits, intellectual property and tax-related assets and
liabilities.

Each company will have a separate board of directors. The
majority of directors of Scripps Networks Interactive will not
be directors of E. W. Scripps, although it is currently expected
that three directors of Scripps Networks Interactive will also
be members of the E. W. Scripps Board of Directors.

Q:

Will the distribution of Scripps Networks Interactive
Class A Common Shares affect the market price of my E. W.
Scripps Class A Common Shares?

A:

Yes. As a result of the distribution, we expect the trading
price of E. W. Scripps Class A Common Shares immediately
following the distribution to be lower than immediately prior to
the distribution because the trading price will no longer
reflect the value of the networks and interactive media
businesses. Furthermore, until the market has fully analyzed the
value of E. W. Scripps without those businesses, the price of
E. W. Scripps shares may experience volatility. There
can be no assurance that the combined trading prices of E. W.
Scripps Class A Common Shares and Scripps Networks
Interactive Class A Common Shares after the distribution
will not be less than the trading price of shares of E. W.
Scripps Class A Common Shares before the distribution.

Q:

Who will be the distribution agent, transfer agent and
registrar for shares of Scripps Networks Interactive?

A:

The Bank of New York Mellon
Shareholder Services
P.O. Box 11258
Church Street Station
New York, New York 10286
Toll-Free Shareholder Services Line:(800) 524-4458

Q:

Where can I get more information?

A:

Before the distribution, if you have any questions, you should
contact:

E. W. Scripps
Investor Relations
[ ]
[ ]
Telephone:
[ ]

After the distribution, if you have any questions relating to
your Scripps Networks Interactive shares, you should contact:

This summary highlights information contained elsewhere in
this information statement and may not contain all of the
information that may be important to you. For a complete
understanding of the networks and interactive media business
segments and the spin-off, you should read this summary together
with the more detailed information and the financial statements
appearing elsewhere in this information statement. You should
read this entire information statement carefully, including the
Risk Factors and Forward-Looking
Statements sections.

Except as otherwise indicated or unless the context otherwise
requires, the information included in this information
statement, including the combined financial statements of the
networks and interactive media businesses of E. W. Scripps,
which consist of the assets and liabilities involved in managing
and operating such businesses, assumes the completion of all the
transactions referred to in this information statement in
connection with the separation and distribution.

References in this information statement to (1) the
Company, Scripps Networks Interactive,
we, us or our refer to
Scripps Networks Interactive, Inc. and its direct and indirect
subsidiaries, and (2) E. W. Scripps refers to
The E. W. Scripps Company and its direct and indirect
subsidiaries. The transaction in which Scripps Networks
Interactive will be separated from E. W. Scripps and become a
separately-traded public company is referred to in this
information statement from time to time as the
spin-off or the separation.

Our
Business

Scripps Networks Interactive is a leading lifestyle content and
Internet search company with respected, high-profile television
and interactive brands. Our national television networks and
interactive services engage audiences and efficiently serve
advertisers by delivering entertaining and highly useful content
that focuses on specifically defined topics of interest.

We manage our operations through two reportable operating
segments: (i) Lifestyle Media (formerly Scripps Networks),
which includes HGTV, Food Network, DIY Network
(DIY), Fine Living, Great American Country
(GAC), a minority interest in Fox-BRV Southern
Sports Holdings LLC, and Internet-based businesses, including
RecipeZaar.com, HGTVPro.com and FrontDoor.com, that are
associated with the aforementioned television brands; and
(ii) Interactive Services (formerly Interactive Media),
which includes online comparison shopping and consumer
information services; Shopzilla, BizRate, uSwitch and UpMyStreet.

Our Lifestyle Media segment derives revenue principally from
advertising sales, affiliate fees and ancillary sales, including
the sale and licensing of consumer products. Revenues from the
Interactive Services segment are generated primarily from
referral fees and commissions paid by merchants and service
providers for online leads generated by our comparison shopping
Web sites. Revenues from the Lifestyle Media segment accounted
for 83 percent, 80 percent and 90 percent of our
combined revenues for 2007, 2006 and 2005, respectively, and
revenues from the Interactive Services segment accounted for
17 percent, 20 percent and 10 percent for those
periods, respectively.

Scripps Networks Interactive engages audiences that are highly
desirable to advertisers with entertaining and informative
lifestyle content that is produced for television, the Internet
and any other media platforms consumers choose. We intend to
expand and enhance our Lifestyle Media brands through the
creation of popular new programming and content, the use of new
distribution platforms, such as high definition television
channels, mobile phones and
video-on-demand,
and the licensing and sale of branded consumer products. We are
particularly focused on the internal development and acquisition
of interactive, digital media brands that are related to the
lifestyle content categories popularized by our television
networks and associated Internet enterprises. At our Interactive
Services businesses, we aggregate large audiences on the
Internet by organizing searchable and highly useful consumer
information. We intend to enhance our Interactive Services
businesses by improving the overall search capabilities of our
Web sites, diversifying sources of revenue, increasing the
volume of user-generated consumer information and developing new
international and domestic markets.

Scripps Networks Interactive was organized as an Ohio
corporation in 2007 and our principal offices are located at 312
Walnut Street, Suite XX, Cincinnati, Ohio, 45202, and our
telephone number is (513) XXX-XXXX. Our Web site address is
www.scrippsnetworksinteractive.com.

We describe in this information statement the Lifestyle Media
and Interactive Services operations to be distributed to us by
E. W. Scripps in connection with the spin-off as if it were our
business for all historical periods described. However, we are a
newly-formed entity that will not independently conduct any
operations before the spin-off. References in this document to
our historical assets, liabilities, products, employees or
activities generally refer to the historical assets,
liabilities, products, employees or activities of the
contributed businesses as they were conducted as part of E. W.
Scripps before the spin-off. Our historical financial results as
part of E. W. Scripps contained in this information statement
may not be indicative of our financial results in the future as
an independent company or reflect what our financial results
would have been had we been an independent company during the
periods presented.

Overview
of the Separation

On October 16, 2007, E. W. Scripps announced that its Board
of Directors had preliminarily approved a plan to separate E. W.
Scripps into two independent, publicly traded
companies  one for the national television networks
and interactive media businesses and the other for E. W.
Scripps newspaper publishing, broadcast television and
syndication and licensing businesses.

On ,
2008, the Board of Directors of E. W. Scripps approved the
distribution of all of the common shares of Scripps Networks
Interactive, a wholly-owned subsidiary of E. W. Scripps that
holds directly or indirectly the assets and liabilities
associated with the national television networks and interactive
services businesses. Following the distribution, E. W. Scripps
shareholders will own 100 percent of the common shares of
Scripps Networks Interactive.

Before our separation from E. W. Scripps, we will enter into a
Separation and Distribution Agreement and several other
agreements with E. W. Scripps to effect the separation and
distribution. These agreements will govern the relationships
between Scripps Networks Interactive and E. W. Scripps
subsequent to the completion of the separation plan and will
provide for the allocation between us and E. W. Scripps of E. W.
Scripps assets, liabilities and obligations attributable
to periods prior to our separation from E. W. Scripps.

The E. W. Scripps Board of Directors believes that separating
the Scripps Networks Interactive business from the E. W. Scripps
business is in the best interests of E. W. Scripps and its
shareholders and has concluded that the separation will provide
each separated company with certain opportunities and benefits.
The management of each separated company will be able to focus
on its respective businesses and pursue its specific growth and
development agendas, design and implement corporate policies and
strategies that are based primarily on the business
characteristics of each company, and concentrate financial
resources wholly on its own operations. The creation of separate
equity securities for each of the businesses will facilitate
incentive compensation arrangements for employees more directly
tied to the performance of the relevant companys business.

The E. W. Scripps Board of Directors considered a number of
potentially negative factors in evaluating the separation,
including risks relating to the creation of a new public company
and possible increased costs, but concluded that the potential
benefits of the separation outweighed these factors. For more
information, see the sections entitled The
Separation  Reasons for the Separation and
Risk Factors included elsewhere in this information
statement.

The distribution of our common shares as described in this
information statement is subject to the satisfaction or waiver
of certain conditions. For more information, see the section
entitled The Separation  Conditions to the
Distribution included elsewhere in this information
statement.

The
Spin-Off

The following is a summary of the material terms of the spin-off
and related transactions. Please see The Separation
for a more detailed description of the matters described below.

Distributing company

The E. W. Scripps Company

Distributed company

Scripps Networks Interactive, Inc.

Distribution ratio

Each holder of E. W. Scripps Class A Common Shares will
receive one Class A Common Share of Scripps Networks
Interactive for each

Class A Common Share of E. W. Scripps, and each holder of
E. W. Scripps Common Voting Shares will receive one
Common Voting Share of Scripps Networks Interactive for each
Common Voting Share of E. W. Scripps, in each case as held
on ,
2008, the record date for the distribution.

Securities to be distributed

Class A Common Shares and Common Voting Shares of Scripps
Networks Interactive, which will constitute all of the
outstanding shares of Scripps Networks Interactive immediately
after the spin-off and of which none will be owned by E. W.
Scripps. Based on the
approximately Class A
Common Shares and
approximately Common
Voting Shares of E. W. Scripps outstanding
on ,
2008, and applying the one-for-one distribution ratio described
above,
approximately
Class A Common Shares
and
Common Voting Shares of Scripps Networks Interactive will be
distributed to E. W. Scripps shareholders as of the record date.

Record date

The record date for the distribution is
[ ,
2008]. In order to be entitled to receive shares of Scripps
Networks Interactive in the spin-off, you must be a holder of
shares of E. W. Scripps as of the close of business of the New
York Stock Exchange on the record date.

Distribution date

The distribution date will be
[ ,
2008].

Distribution method

Scripps Networks Interactive Class A Common Shares will be
issued only in book entry form. Paper stock certificates for
such shares will be issued only upon request. Scripps Networks
Interactive Common Voting Shares will be issued in the form of
paper stock certificates.

Relationship between Scripps Networks and E. W. Scripps
following the spin-off

After the spin-off, neither E. W. Scripps nor Scripps Networks
Interactive will have any ownership interest in the other, and
each of E. W. Scripps and Scripps Networks Interactive will be
an independent public company. Two of the initial directors of
Scripps Networks Interactive are expected to be directors of E.
W. Scripps. These directors are the trustees of The Edward W.
Scripps Trust. If the Trust fills the seat of a recently retired
trustee, that person is expected to be a director of both
companies. In connection with the spin-off, we are entering into
a number of agreements with E. W. Scripps that will govern
various relationships between us and E. W. Scripps following the
distribution date. These agreements are expected principally to
cover the provision of certain interim transitional services,
allocation of certain tax benefits and liabilities and employee
liabilities arising from periods prior to the spin-off, and
perpetual licenses permitting us to use certain trademarks,
trade names and software owned by E. W. Scripps. See Our
Relationship with E. W. Scripps Following the Spin-Off
herein. In addition, both Scripps Networks Interactive and E. W.
Scripps will be under the control of The Edward W. Scripps
Trust. See Risk Factors  Common Voting
Shares are principally held by The Edward W. Scripps
Trust herein.

Directors of Scripps Networks Interactive

Following the spin-off, we expect to have an initial board of
directors (the Board) consisting of [ten] members.
After the initial term, directors will be elected each year at
an annual meeting of shareholders. See
Management  Board of Directors.

Description of indebtedness

Upon the closing of the spin-off, we expect to have
approximately $375 million outstanding under a
$550 million
5-year
unsecured revolving credit facility.

Assuming the distribution, together with certain related
transactions, qualifies as a reorganization for U.S. federal
income tax purposes under Sections 355 and 368(a)(1)(D) of
the Internal Revenue Code, no gain or loss will be recognized by
a shareholder, and no amount will be included in the income of a
shareholder, upon the receipt of our common shares pursuant to
the distribution.

Conditions to the distribution

The distribution is subject to the satisfaction or, if
permissible under the Separation and Distribution Agreement,
waiver by E. W. Scripps of the following conditions, among other
conditions described in this information statement:

 the SEC shall have declared effective our
registration statement on Form 10, of which this
information statement is a part, with no stop order relating to
the registration statement being in effect;

 our Class A Common Shares shall have been
accepted for listing on the NYSE, on official notice of issuance;

 E. W. Scripps shall have received a private letter
ruling from the IRS substantially to the effect that the
distribution, together with certain related transactions, will
qualify as a reorganization for U.S. federal income tax purposes
under Sections 355 and 368(a)(1)(D) of the Internal Revenue
Code, and such ruling shall be in form and substance
satisfactory to E. W. Scripps;

 E. W. Scripps shall have received an opinion of
Baker & Hostetler LLP substantially to the effect that
the distribution, together with certain related transactions,
will qualify as a reorganization for U.S. federal income tax
purposes under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code, and such opinion shall be in form and
substance satisfactory to E. W. Scripps;

 no order, injunction or decree issued by any court
or agency of competent jurisdiction or other legal restraint or
prohibition preventing consummation of the separation,
distribution or any of the transactions contemplated by the
Separation and Distribution Agreement or any ancillary
agreement, shall be in effect; and

 no other events or developments shall have occurred
that, in the judgment of the E. W. Scripps Board of Directors,
would result in the distribution having a material adverse
effect on E. W. Scripps or its shareholders.

The fulfillment of the foregoing conditions does not create any
obligation on the part of E. W. Scripps to effect the
distribution, and the E. W. Scripps Board of Directors has
reserved the right, in its sole discretion, to abandon, modify
or change the terms of the distribution, including by
accelerating or delaying the timing of the consummation of all
or part of the distribution, at any time prior to the
distribution date.

Stock exchange listing

We intend to file an application to list our Class A Common
Shares on the NYSE under the ticker symbol SNI.

Dividend policy

We expect that following the spin-off we will adopt a policy of
paying, subject to legally available funds, a quarterly dividend
of [$ ] per Class A Common
Share and [$ ] per Common Voting
Share. All decisions regarding the declaration and payment of
dividends will be evaluated from time to time in light of our
financial condition, earnings, growth prospects, funding
requirements, applicable law and other factors deemed relevant
by our board of directors.

We will have two classes of shares: Common Voting Shares and
Class A Common Shares. Holders of Class A Common
Shares will be entitled to elect one-third of the board of
directors, but will not be permitted to vote on any other
matters except as required by Ohio law. Holders of Common Voting
Shares will be entitled to elect the remainder of the board and
to vote on all other matters. The Edward W. Scripps Trust will
hold approximately 88 percent of our Common Voting Shares.
As a result, the Trust will be able to elect two-thirds of the
board of directors and to direct the outcome of any matter that
does not require a vote of the Class A Common Shares. Given
the concentration of ownership of the Common Voting Shares in
The Edward W. Scripps Trust, no potential merger, takeover or
other change of control transaction will occur without its
approval.

Shareholder approval

Although it is not clear under Ohio law that holders of E. W.
Scripps Common Voting Shares must approve the spin-off, E. W.
Scripps has decided nonetheless to submit the spin-off and
related transactions for their approval. Ohio law does not
require the approval of the holders of E. W. Scripps
Class A Common Shares. The Edward W. Scripps Trust, which
holds approximately 88 percent of our Common Voting Shares,
intends to vote its shares in favor of the spin-off and related
transactions at the E. W. Scripps annual meeting to be held
on ,
2008.

Dissenters rights

Although Ohio law is not clear on the matter of dissenters
rights in connection with the spin-off, E. W. Scripps has
decided to permit holders of E. W. Scripps Class A Common
Shares, as well as holders of E. W. Scripps Common Voting Shares
who do not vote in favor of the spin-off, to assert
dissenters rights under Ohio law, subject to the right of
E. W. Scripps to object to any such exercise and to oppose in an
appropriate forum the availability of such rights under Ohio
law. Instructions for perfecting any dissenters rights you
may have may be found in this information statement at
Shareholder Vote and Dissenters Rights.

Risk factors

Our business is subject to both general and specific risks and
uncertainties relating to our business, our relationship with E.
W. Scripps and our being a separately publicly traded company.
Our business is also subject to risks relating to the
separation. You should read carefully the section entitled
Risk Factors included elsewhere in this Information
Statement.

Corporate
Information and Structure

Scripps Networks Interactive is an Ohio corporation and an
existing indirect, wholly-owned subsidiary of
E. W. Scripps. Scripps Networks Interactives
principal executive office is located at 312 Walnut Street,
Suite [ ],
Cincinnati, Ohio 45202, and its telephone number is
(513) 977-3000.
After the spin-off, Scripps Networks Interactives
principal executive office will be located at 312 Walnut Street,
Suite
[ ],
Cincinnati, Ohio 45202 and its telephone number will be (513)
[ ].

The following table presents summary historical and pro forma
financial data. The combined statement of operations data for
each of the years in the three-year period ended
December 31, 2007 and the summary combined balance sheet
data as of December 31, 2007 and 2006 have been derived
from our audited combined financial statements included
elsewhere in this information statement. The combined statement
of operations data for the years ended December 31, 2004
and 2003 and the combined balance sheet data as of
December 31, 2005, 2004 and 2003 are derived from our
unaudited combined financial statements that are not included in
this information statement. The summary combined financial data
should be read together with Managements Discussion
and Analysis of Financial Condition and Results of
Operations, Unaudited Pro Forma Condensed Combined
Financial Information and our combined financial
statements and related notes included elsewhere in this
information statement.

The unaudited pro forma condensed statement of operations data
for the year ended December 31, 2007 gives effect to the
separation as if it occurred on January 1, 2007. The
unaudited pro forma condensed combined balance sheet data
assumes the separation occurred on December 31, 2007. The
assumptions used and pro forma adjustments derived from such
assumptions are based on currently available information and we
believe such assumptions are reasonable under the circumstances.
Such adjustments are subject to change based upon the
finalization of the terms of the separation and the financing
agreements. The unaudited pro forma condensed combined financial
information is not necessarily indicative of the results of
operations or financial condition which would have resulted had
we been operating as an independent, publicly traded company
during such periods. In addition, it is not necessarily
indicative of our future results of operations or financial
condition. Further information regarding the pro forma
adjustments can be found within the Unaudited Pro Forma
Condensed Combined Financial Information section of this
information statement.

Operating revenue and segment profit represent the revenues and
the profitability measures used to evaluate the operating
performance of our reportable segments in accordance with
Statement of Financial Accounting Standard (FAS)
No. 131, Segment Reporting.

(2)

Segment profit is a supplemental non-GAAP financial measure.
GAAP means generally accepted accounting principles in the
United States. Our chief operating decision maker (as defined by
FAS 131) evaluates the operating performance of our
reportable segments and makes decisions about the allocation of
resources to our reportable segments using a measure we call
segment profit. Segment profit excludes interest, income taxes,
depreciation and amortization, impairment of goodwill and
intangible assets, divested operating units, investment results
and certain other items that are included in net income
determined in accordance with accounting principles generally
accepted in the United States of America. Lifestyle Media
segment profits include equity in earnings of affiliates.

(3)

The 2007 income from continuing operations includes impairment
charges to goodwill of $312,116 and other intangibles assets of
$98,890, relating to uSwitch.

(4)

The following acquisitions accounted for the increase in
operations and assets:

a.

2007- RecipeZaar.com, a user-generated recipe and community
site. Pickle.com, a Web site that enables users to easily
organize and share photos and videos from any camera or mobile
phone device.

b.

2006- uSwitch, a Web-based comparison shopping service that
helps consumers compare prices and arrange for the purchase of a
range of essential home services and personal finance products.

You should carefully consider each of the following risk
factors and all of the other information set forth in this
information statement. The risk factors generally have been
separated into three groups: (i) risks relating to the
separation; (ii) risks relating to our common shares; and
(iii) risks relating to our business. Based on the
information currently known to us, we believe that the following
information identifies the most significant risk factors
affecting our company in each category of risk. The risks and
uncertainties our company faces, however, are not limited to
those set forth in the risk factors described below. Additional
risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our
business.

In addition, past financial performance may not be a reliable
indicator of future performance, and historical trends should
not be used to anticipate results or trends in future
periods.

If any of the following risks or uncertainties develops into
actual events, these events could have a material adverse effect
on our business, financial condition or results of operations.
In such case, the trading price of our common shares could
decline.

Risks
Relating to the Separation

We may
not achieve the benefits expected from our separation from E. W.
Scripps.

We expect that, as a stand-alone, independent public company, we
will be able to design and implement corporate policies and
strategies based primarily on the characteristics of our
business, to focus our financial resources wholly on our own
operations, and to implement and maintain a capital structure
designed to meet our own specific needs. Nonetheless, we may not
be able to achieve all or any of these benefits. Furthermore, by
separating from E. W. Scripps there is a risk that we may be
more susceptible to market fluctuations and other adverse events
than we would have been were we still a part of the current E.
W. Scripps. As part of E. W. Scripps, we enjoyed certain
benefits, including operating diversity, purchasing and
borrowing leverage, and available capital for investments. These
benefits may not be as readily achievable as a smaller,
stand-alone company.

The
historical and pro forma financial information included in this
information statement may not be indicative of our results as an
independent company.

Prior to the separation, our business was operated by E. W.
Scripps as part of its broader corporate organization, rather
than as an independent company. E. W. Scripps or one of its
affiliates performed various corporate functions for us,
including, but not limited to, tax administration, cash
management, accounting, information services, human resources,
legal services, ethics and compliance, real estate management,
investor and public relations, certain governance functions
(including compliance with the Sarbanes-Oxley Act of 2002 and
internal audit) and external reporting. Our historical financial
results reflect allocations of corporate expenses from E. W.
Scripps for these and similar functions. These allocations may
be less than the comparable expenses we will incur as a
separate, publicly traded company.

We may
not achieve all the benefits of scale that the combined company
currently achieves.

Our business is currently integrated with the other businesses
of E. W. Scripps. Historically, we have shared economies of
scope and scale in costs, employees, vendor relationships and
customer relationships. While we expect to enter into short-term
transition agreements that will govern certain commercial and
other relationships between us and E. W. Scripps after the
separation, those temporary arrangements may not capture the
benefits our businesses have enjoyed as a result of being
integrated with the other businesses of E. W. Scripps.
Additionally, the cost of performing certain functions and the
cost of agreements negotiated with third parties after the
temporary arrangements with E. W. Scripps terminate may be
higher than the costs that would have been incurred as a
combined company. The loss of these benefits of scale could have
an adverse effect on our business, results of operations and
financial condition following the completion of the separation.

In
connection with the separation, we will rely upon E. W. Scripps
to perform under various agreements.

In connection with the separation, Scripps Networks Interactive
and E. W. Scripps will enter into various agreements, including
a Separation and Distribution Agreement, a Tax Allocation
Agreement, a Transition Services Agreement and an Employee
Matters Agreement. The Separation and Distribution Agreement,
Tax Allocation Agreement and Employee Matters Agreement will
determine the allocation of assets and liabilities between the
companies following the separation for those respective areas
and will include any necessary indemnifications related to
liabilities and obligations. The Transition Services Agreement
will provide for the performance of certain services by each
company on the other companys behalf for a period of time
after the separation until both companies are capable of
providing such services on their own. We will rely on E. W.
Scripps to satisfy its performance and payment obligations under
these agreements. If E. W. Scripps were to be unable to satisfy
its obligations under these agreements, including its
indemnification obligations, we could incur operational
difficulties or losses.

If the
distribution, together with certain related transactions, were
to fail to qualify as a reorganization for U.S. federal income
tax purposes under Sections 368(a)(1)(D) and 355 of the
Internal Revenue Code, then our shareholders, we or E. W.
Scripps might be subject to significant tax
liability.

E. W. Scripps has received a private letter ruling from the
IRS substantially to the effect that the distribution, together
with certain related transactions, will qualify for tax-free
treatment under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code. In addition, E. W. Scripps intends to
obtain an opinion from Baker & Hostetler LLP
substantially to the effect that the distribution, together with
certain related transactions, will so qualify. The IRS private
letter ruling relies, and the opinion will rely, on certain
representations, assumptions and undertakings, including those
relating to the past and future conduct of our business, and
neither the IRS private letter ruling nor the opinion would be
valid if such representations, assumptions and undertakings were
incorrect. Moreover, the IRS private letter ruling does not
address all the issues that are relevant to determining whether
the distribution will qualify for tax-free treatment.
Notwithstanding the IRS private letter ruling and opinion, the
IRS could determine that the distribution should be treated as a
taxable transaction if it determines that any of the
representations, assumptions or undertakings that were included
in the request for the private letter ruling is false or has
been violated or if it disagrees with the conclusions in the tax
opinion that are not covered by the IRS ruling. For more
information regarding the tax opinion and the private letter
ruling, see the section entitled Certain U.S. Federal
Income Tax Consequences of the Distribution included
elsewhere in this information statement.

If the distribution fails to qualify for tax-free treatment, E.
W. Scripps would be subject to tax as if it had sold the common
shares of our company in a taxable sale for fair market value,
and our initial public shareholders would be subject to tax as
if they had received a taxable distribution equal to the fair
market value of our common shares distributed to them. Under the
Tax Allocation Agreement between E. W. Scripps and us, we would
generally be required to indemnify E. W. Scripps against any tax
resulting from the distribution to the extent that such tax
resulted from (i) an acquisition of all or a portion of our
shares or assets, whether by merger or otherwise,
(ii) other actions or failures to act by us or
(iii) any of our representations or undertakings being
incorrect or violated. For a more detailed discussion, see the
section entitled Our Relationship With E. W. Scripps
Following the Spin-Off  Tax Allocation
Agreement included elsewhere in this information
statement. Our indemnification obligations to E. W. Scripps
and its subsidiaries, officers and directors are not limited by
any maximum amount. If we are required to indemnify E. W.
Scripps or such other persons under the circumstances set forth
in the Tax Allocation Agreement, we may be subject to
substantial liabilities.

The
tax rules applicable to the separation may restrict us from
engaging in certain corporate transactions for a period of time
after the separation.

To preserve the tax-free treatment to E. W. Scripps of the
distribution, under the Tax Allocation Agreement that we will
enter into with E. W. Scripps, for the two-year period following
the distribution, we are subject to restrictions with respect to:



entering into any transaction pursuant to which all or a portion
of our shares would be acquired, whether by merger or otherwise,
unless certain tests are met;

ceasing to actively conduct the Scripps Networks Interactive
business; and



taking any other action that prevents the spin-off and related
transactions from being tax-free.

These restrictions may limit our ability to pursue strategic
transactions or engage in new businesses or other transactions
that might increase the value of our business. For more
information, see the sections entitled Certain
U.S. Federal Income Tax Consequences of the
Distribution and Our Relationship With E. W. Scripps
Following the Spin-Off  Tax Allocation
Agreement included elsewhere in this information statement.

In
connection with the separation, E. W. Scripps will indemnify us
for certain liabilities. There can be no assurance that the
indemnity will be sufficient to insure us against the full
amount of such liabilities, or that E. W. Scripps ability
to satisfy its indemnification obligations will not be impaired
in the future.

Pursuant to the Separation and Distribution Agreement, E. W.
Scripps will agree to indemnify us from certain liabilities, as
discussed further in the section entitled Our Relationship
with E. W. Scripps Following the Spin-Off  Separation
and Distribution Agreement  Indemnification
Obligations included elsewhere in this information
statement. Third parties could seek to hold us responsible for
any of the liabilities that E. W. Scripps has agreed to retain,
and there can be no assurance that the indemnity from E. W.
Scripps will be sufficient to protect us against the full amount
of such liabilities, or that E. W. Scripps will be able to fully
satisfy its indemnification obligations. Moreover, even if we
ultimately succeed in recovering from E. W. Scripps any amounts
for which we are held liable, we will be temporarily required to
bear those losses ourselves until such recovery. Each of these
risks could adversely affect our business, results of operations
and financial condition.

After
the separation, certain of our directors and officers may have
actual or potential conflicts of interest because of their
positions in Scripps Networks Interactive and E. W. Scripps and
because of their share or option ownership in E. W.
Scripps.

It is currently expected that two directors of Scripps Networks
Interactive will also be members of the E. W. Scripps
Board of Directors. These directors are trustees of The
Edward W. Scripps Trust. If the Trust fills the seat of a
recently retired trustee, that person is expected to be a
director of both companies as well. These common directors could
create, or appear to create, potential conflicts of interest
when Scripps Networks Interactives and E. W. Scripps
management and directors face decisions that could have
different implications for the two companies.

Also, because of their current or former positions with E. W.
Scripps, most of the persons we expect to be our directors and
executive officers own E. W. Scripps Class A Common Shares,
options to purchase shares of E. W. Scripps
Class A Common Shares or other equity awards. Following the
distribution, these officers and directors may own E. W. Scripps
Class A Common Shares. The individual holdings may be
significant for some of these persons compared to their total
assets. This ownership may create, or, may create the appearance
of, conflicts of interest when these directors and officers are
faced with decisions that could have different implications for
E. W. Scripps and Scripps Networks Interactive. For example,
potential conflicts of interest could arise in connection with
the resolution of any dispute that may arise between Scripps
Networks Interactive and E. W. Scripps regarding the
terms of the agreements governing the separation and the
relationship thereafter between the companies. Potential
conflicts of interest could also arise if Scripps Networks
Interactive and E. W. Scripps enter into any commercial
arrangements with each other in the future.

Risks
Relating to Our Class A Common Shares

There
is no existing market for our Class A Common Shares, and a
trading market that will provide you with adequate liquidity may
not develop for our Class A Common Shares. In addition,
once our Class A Common Shares begin trading, the market
price of our shares may fluctuate widely.

There is currently no public market for our Class A Common
Shares or Common Voting Shares. It is anticipated that on or
prior to the record date for the distribution, trading of shares
of our Class A Common Shares

will begin on a when-issued basis and will continue
up to and through the distribution date. There can be no
assurance that an active trading market for our Class A
Common Shares will develop as a result of the distribution or be
sustained in the future. There is currently no public market for
our Common Voting Shares and we do not anticipate that such a
market will develop following the completion of the distribution.

We cannot predict the prices at which our Class A Common
Shares may trade after the distribution. The market price may
fluctuate widely, depending upon many factors, some of which may
be beyond our control, including:



our business profile and market capitalization may not fit the
investment objectives of shareholders of
E. W. Scripps, including shareholders who hold E. W.
Scripps shares based on inclusion of E. W. Scripps in the
Standard & Poors 500 Index (S&P
500) and other indices, as it is possible that our
Class A Common Shares will not be included in the S&P
500 and certain of such other indices after the distribution;



a shift in our investor base;



our quarterly or annual earnings, or those of other companies in
our industry;



actual or anticipated fluctuations in our operating results;



announcements by us or our competitors of significant
acquisitions or dispositions;



the failure of securities analysts to cover our Class A Common
Shares after the distribution;

the operating and share price performance of other comparable
companies; and



overall market fluctuations and general economic conditions.

Stock markets in general have experienced volatility that has
often been unrelated to the operating performance of a
particular company. These broad market fluctuations may
adversely affect the trading price of our Class A Common
Shares.

Substantial
sales of Class A Common Shares may occur in connection with
this distribution, which could cause our Class A Common
Share price to decline.

The Scripps Networks Interactive Class A Common Shares that
E. W. Scripps distributes to its shareholders generally may be
sold immediately in the public market. Although we have no
actual knowledge of any plan or intention on the part of any
5 percent or greater shareholder to sell Scripps Networks
Interactive Class A Common Shares following the separation,
it is possible that some E. W. Scripps shareholders, including
possibly some of E. W. Scripps large
shareholders and index fund investors, will sell E. W. Scripps
or Scripps Networks Interactive Class A Common Shares
received in the distribution for various reasons  for
example, our business profile or market capitalization as an
independent company may not fit their investment objectives. The
sales of significant amounts of our Class A Common Shares
or the perception in the market that this will occur may reduce
the market price of our Class A Common Shares.

Your
percentage ownership in Scripps Networks Interactive may be
diluted in the future.

As with any publicly traded company, your percentage ownership
in Scripps Networks Interactive may be diluted in the future
because of equity issuances for acquisitions, capital market
transactions or otherwise, including equity awards that we
expect will be granted to our directors, officers and employees.
See Executive Compensation  Compensation
Program Elements  Employee Benefit Plans
herein.

Common
Voting Shares will be principally held by The Edward W Scripps
Trust, and this could inhibit potential changes of
control.

We will have two classes of shares: Common Voting Shares and
Class A Common Shares. Holders of Class A Common
Shares will be entitled to elect one-third of the board of
directors, but will not be permitted to vote on any other
matters except as required by Ohio law. Holders of Common Voting
Shares will be entitled to elect the remainder of the Board and
to vote on all other matters. The Edward W. Scripps Trust
will hold approximately

88 percent of the Common Voting Shares. As a result, the
Trust will be able to elect two-thirds of the board of directors
and to direct the outcome of any matter that does not require a
vote of the Class A Common Shares. Because this
concentrated control could discourage others from initiating any
potential merger, takeover or other change of control
transaction that may otherwise be beneficial to our business,
the market price of our Class A Common Shares could be
adversely affected.

The
combined post-distribution value of E. W. Scripps and Scripps
Networks Interactive shares may not equal or exceed the
pre-distribution value of E. W. Scripps shares.

After the distribution, E. W. Scripps Class A Shares will
continue to be listed and traded on the New York Stock Exchange.
Application will be made to list the shares of Scripps Networks
Interactive Class A Shares on the New York Stock Exchange.
We cannot assure you that the combined trading prices of E. W.
Scripps Class A Shares and Scripps Networks Interactive
Class A Shares after the distribution, as adjusted for any
changes in the combined capitalization of these companies, will
be equal to or greater than the trading price of E. W. Scripps
Class A Shares prior to the distribution. Until the market
has fully evaluated the business of E. W. Scripps without the
businesses of Scripps Networks Interactive, the price at which
E. W. Scripps Class A Shares trade may fluctuate
significantly. Similarly, until the market has fully evaluated
the businesses of Scripps Networks Interactive, the price at
which Scripps Networks Interactive Class A Shares trade may
fluctuate significantly.

The
change in control severance plan that Scripps Networks
Interactive expects to have in place following the distribution
and certain provisions of the agreements that Scripps Networks
Interactive and E. W. Scripps will enter into in
connection with the distribution may discourage
takeovers.

Effective on the distribution date, Scripps Networks Interactive
will have in place a change in control severance plan covering
specified participants that would be triggered if there is a
change in control and a qualifying termination (or
constructive termination) of employment during the twenty-four
month period following a change in control. The triggering
events would result in the payment of specified severance
benefits (including a lump sum multiple of the terminated
participants compensation), outplacement services, vesting
of long-term incentive awards, and tax gross-up
payment if necessary to satisfy certain tax obligations relating
to the severance payments. This severance plan is substantially
comparable to the change in control severance plan adopted by E.
W. Scripps and could make it more expensive for a buyer of
Scripps Networks Interactive to acquire control and therefore
could discourage unsolicited offers.

If the distribution is considered part of a plan (or
series of related transactions) pursuant to which
50 percent or more of the voting power or value of Scripps
Networks Interactive stock is acquired, the distribution will be
taxable to E. W. Scripps (but not to its shareholders) under
Section 355(e) of the Internal Revenue Code. For this
purpose, any acquisitions of Scripps Networks Interactive shares
that occur within two years after the distribution (subject to
certain exceptions including an exception for public trading)
will be presumed to be part of such a plan, although E. W.
Scripps may be able to rebut that presumption. Under the Tax
Allocation Agreement to be entered into in connection with the
distribution, we will agree to indemnify E. W. Scripps if the
distribution is taxable to E. W. Scripps as a result
of actions taken or permitted by us. Scripps Networks
Interactive will also enter into a Separation and Distribution
Agreement and an Employee Matters Agreement covering specified
indemnification and other matters that may arise after the
distribution. These agreements may have the effect of
discouraging or preventing an acquisition of Scripps Networks
Interactive or a disposition of its business.

Federal
law and Federal Communications Commission (FCC)
regulations applicable because of E. W. Scripps
and Scripps Networks Interactives common directors and
voting shareholders may limit Scripps Networks
Interactives activities, including the ability to own or
operate media properties it does not presently own or
operate.

For FCC purposes, the common directors and five percent or
greater voting shareholders of E. W. Scripps and Scripps
Networks Interactive will be deemed to hold attributable
interests in each of the companies after the distribution. As a
result, the business and conduct of one company may have the
effect of limiting the activities or strategic business
alternatives available to the other company.

Risks
Relating to Our Business

A wide range of factors could materially affect future
developments and performance. In addition to the factors
affecting specific business operations, identified elsewhere in
this information statement, the most significant factors
affecting our operations include those listed below. References
to events, statistics or other historical matters pertain to the
national television networks and interactive media business
segments as then operated by E. W. Scripps. In
considering such historical matters, you should be mindful of
the cautionary statements made in Unaudited Pro Forma
Combined Financial Data herein.

Changes
in public and consumer tastes and preferences could reduce
demand for our services and reduce profitability of our
businesses.

Each of our businesses provides content and services whose
success is primarily dependent upon acceptance by the public. We
must consistently create and distribute offerings that appeal to
the prevailing consumer tastes at any point in time. Audience
preferences change frequently and it is a challenge to
anticipate what content will be successful at any point. Other
factors, including the availability of alternative forms of
entertainment and leisure time activities, general economic
conditions and the growing competition for consumer
discretionary spending may also affect the audience for our
content and services. If our Lifestyle Media businesses do not
achieve sufficient consumer acceptance, our revenue from
advertising sales, which are based in part on network ratings,
may decline and adversely affect our profitability. If our
Interactive Services businesses are unable to provide service
and content popular with the public, traffic to the sites will
decrease, which may result in a decrease in referral revenue and
profitability.

We are
dependent upon the maintenance of distribution agreements with
cable and satellite distributors on acceptable
terms.

We enter into long-term contracts for the distribution of our
national television networks on cable and satellite television
systems. Our long-term distribution arrangements enable us to
reach a large percentage of cable and direct broadcast satellite
households across the United States. As these contracts expire,
we must renew or renegotiate them. If we are unable to renew
them on acceptable terms, we may lose distribution rights.

The loss of a significant number of affiliation arrangements on
basic programming tiers could reduce the distribution of our
national television networks, thereby adversely affecting
affiliate fee revenue, and potentially impacting our ability to
sell advertising or the rates we charge for such advertising.

Networks that are carried on digital tiers are dependent upon
the continued upgrade of cable systems to digital capability and
the publics continuing acceptance of, and willingness to
pay for upgrades to digital cable as well as our ability to
negotiate favorable carriage agreements on widely accepted
digital tiers.

Consolidation among cable television system operators has given
the largest cable and satellite television systems considerable
leverage in their relationship with programmers. The two largest
cable television system operators provide service to
approximately 43 percent of households receiving cable or
satellite television service today, while the two largest
satellite television operators provide service to an additional
31 percent of such households.

Continued consolidation within the industry could reduce the
number of distributors available to carry our programming,
subject our affiliate fee revenue to greater volume discounts,
and further increase the negotiating leverage of the cable and
satellite television system operators.

Advertising
and marketing spending by our customers is subject to seasonal
and cyclical variations.

Revenues in our Lifestyle Media segment are influenced by
advertiser demand and are generally higher in the second and
fourth quarters due to the increased demand in the spring and
holiday seasons. Referral fee revenues in our Interactive
Services segment are highest in the fourth quarter primarily due
to the increased online shopping activity during the holiday
season. If a short-term negative impact on our business were to
occur during a time of high seasonal demand, there could be a
disproportionate effect on the operating results of that
business for the year.

Significant
competitive pressures may affect the profitability of our
businesses.

We face substantial competition in our Lifestyle Media and
Interactive Services businesses from alternative providers of
similar services. Our national television networks compete for
viewers with other broadcast and national television networks as
well as with home video products and Internet usage, and they
compete for carriage of their programming with other programming
providers. Additionally, our national television networks
compete for advertising revenues with a variety of other media
alternatives including other broadcast and national television
networks, the Internet, newspapers, radio stations, and
billboards. Our Lifestyle Media branded Web sites compete for
visitors and advertising dollars with other forms of media aimed
at attracting similar audiences and must maintain popular
content in order to maintain and increase site traffic. Our
Interactive Services businesses compete for marketing service
revenues with other comparison shopping services, general search
engines, and other providers of information on shopping and
essential home services. Our ability to maintain our
relationship with participating retailers and service providers
is largely dependent on our ability to provide them a cost
effective means of attracting customers. Competition in each of
these areas may divert consumers from our services, which could
reduce the profitability of our businesses.

Changes
in consumer behavior resulting from new technologies and
distribution platforms may impact the performance of our
businesses.

We must adapt to advances in technologies and distribution
platforms related to content transfer and storage to ensure that
our content remains desirable and widely available to our
audiences. The ability to anticipate and take advantage of new
and future sources of revenue from technological developments
will affect our ability to continue to increase our revenue and
expand our business. Additionally, we must adapt to the changing
consumer behavior driven by advances such as
video-on-demand,
devices providing consumers the ability to view content from
remote locations, and general preferences for user-generated and
interactive content. Changes of these types may impact our
traditional distribution methods for our services and content.
If we cannot ensure that our distribution methods and content
are responsive to our target audiences, there could be a
negative effect on our business.

Our
Lifestyle Media business is subject to risks of adverse laws and
regulations.

Our programming services, and the distributors of the services,
including cable operators, satellite operators and Internet
companies, are regulated by U.S. federal laws and
regulations issued and administered by various federal agencies,
including the FCC, as well as by state and local governments.
The U.S. Congress and the FCC currently have under
consideration, and may in the future adopt, new laws,
regulations and policies regarding a wide variety of matters
that could, directly or indirectly, affect our operations. For
example, legislators and regulators continue to consider rules
that would effectively require cable television operators to
offer all programming on an à la carte basis (which would
allow viewers to subscribe to individual networks rather than a
package of channels)
and/or
require programmers to sell channels to distributors on an
à la carte basis. Certain cable television operators and
other distributors have already introduced tiers, or more
targeted channel packages, to their customers that may or may
not include some or all of our networks. The unbundling of
program services at the retail
and/or
wholesale level could reduce distribution of certain of our
program services, thereby leading to reduced viewership and
increased marketing expenses, and could affect our ability to
compete for or attract the same level of advertising dollars or
distribution fees.

We attract traffic to our Interactive Services Web sites through
search results displayed by Google, Yahoo! and other popular
general search engines. Search engines typically provide two
types of search results, algorithmic listings and sponsored
listings. We rely on both algorithmic and sponsored listings to
attract consumers to our comparison shopping Internet sites.

Algorithmic listings cannot be purchased, and instead are
determined and displayed solely by a set of formulas designed
and controlled by the search engine. Search engines revise their
algorithms from time to time in an attempt to optimize their
search result listings. Modification of such algorithms may
result in fewer consumers clicking through to our Internet sites.

We also rely on purchased listings to attract consumers to our
Web sites. Many general search engines also operate Internet
shopping services. Modification or termination of our
contractual relationships with general search engines to
purchase keyword advertising could result in fewer consumers
clicking through to our Internet site. We may incur additional
expenses to replace this traffic.

Approximately
40 percent of our 2007 referral fee revenue came from one
general search engine and a change in this relationship could
reduce the revenue of the business.

We are currently operating under an agreement with a general
search engine to participate in its sponsored links program.
Under the agreement, which expires in October 2008, we display
listings from the search engines advertisers as a part of
our service and we receive a share of the revenues earned by the
search engine when consumers visit the advertisers Web
sites. Our revenues could be negatively impacted if this
agreement is not renewed upon expiration or if the agreement is
not renewed on similar terms.

Changes
in economic conditions in the United States, the regional
economies in which we operate or in specific economic sectors
could adversely affect the profitability of our
businesses.

Approximately 80 percent of our revenues in 2007 was
derived from marketing and advertising spending by businesses
operating in the United States. Advertising and marketing
spending is sensitive to economic conditions, and tends to
decline in recessionary periods. A decline in economic
conditions could reduce advertising prices and volume, resulting
in a decrease in our advertising revenues. A decline in economic
conditions could also impact consumer discretionary spending.
Such a reduction in consumer spending may impact the volume of
online shopping, which could adversely affect our comparison
shopping business.

We may
not be able to protect intellectual property rights upon which
our business relies, and if we lose intellectual property
protection, we may lose valuable assets.

Our business depends on our intellectual property, including
internally developed technology, data resources and brand
identification. We attempt to protect these intellectual
property rights through a combination of copyright, trade
secret, patent and trademark law and contractual restrictions,
such as confidentiality agreements. We also depend on our trade
names and domain names. We file applications for patents,
trademarks, and other intellectual property registrations, but
we may not be granted such intellectual property protections. In
addition, even if such registrations are issued, they may not
fully protect all important aspects of our business and there is
no guarantee that our business does not or will not infringe
upon intellectual property rights of others. Furthermore,
intellectual property laws vary from country to country, and it
may be more difficult to protect and enforce our intellectual
property rights in some foreign jurisdictions. In the future, we
may need to litigate in the United States or elsewhere to
enforce our intellectual property rights or determine the
validity and scope of the proprietary rights of others. This
litigation could potentially be expensive and possibly divert
the attention of our management.

Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy or otherwise obtain and
use our service, technology and other intellectual property, and
we cannot be certain that the steps we have taken will prevent
any misappropriation or confusion among consumers and merchants,
or unauthorized use of

Our Interactive Services businesses transmit confidential
information over public networks. A significant number of
participating retailers authorize us to bill their credit cards
directly for referrals provided to the retailer. Consumers
switching essential home services provide sensitive personal
data when completing contracts with the service providers. We
rely upon encryptions and authentication technology provided by
third parties to secure transmission of such confidential
information.

Our Web site infrastructure is vulnerable to computer viruses
and similar disruptions, and we may be subject to
denial-of-service attacks that might make our Web
sites unavailable for periods of time.

We
Could Suffer Losses Due to Asset Impairment
Charges

We test our goodwill and intangible assets for impairment during
the fourth quarter of every year and on an interim date should
factors or indicators become apparent that would require an
interim test, in accordance with Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets. If the fair value of a reporting unit or
an intangible asset is revised downward due to declines in
business performance, impairment under SFAS 142 could
result and a non-cash charge could be required. This could
materially affect our reported net earnings.

This information statement and other materials filed or to be
filed by us, as well as information in other statements made or
to be made by us, contain statements, including in this document
under the captions Summary, Risk
Factors, Managements Discussion and Analysis
of Financial Condition and Results of Operations and
Business, that are, or may be considered to be,
forward-looking statements. All statements that are not
historical facts, including statements about beliefs or
expectations, are forward-looking statements. You can identify
these forward-looking statements by use of forward-looking words
such as outlook, believes,
expects, potential,
continues, may, should,
seeks, approximately,
predicts, intends, plans,
estimates, anticipates,
foresees or the negative version of those words or
other comparable words and phrases. Any forward-looking
statements contained in this information statement are based on
historical performance and current plans, estimates and
expectations. We may make additional written or oral
forward-looking statements from time to time in filings with the
SEC or otherwise. Any forward-looking statement speaks only as
of the date it is made. Forward-looking statements involve risks
and uncertainties, and the inclusion of forward-looking
information should not be regarded as a representation by us or
any other person that the future plans, estimates or
expectations that we contemplate will be achieved.

We believe that the factors that could cause actual results to
differ materially include but are not limited to the factors we
describe in this information statement, including under
Risk Factors, The Separation,
Business and Managements Discussion and
Analysis of Financial Condition and Results of Operations.
The following list represents some, but not necessarily all, of
the factors that could cause our actual results to differ from
our historical results or those anticipated or predicted by
these forward-looking statements:



any failure to realize expected benefits from the spin-off;



a change in our revenue and operating cost following the
spin-off;



a determination by the IRS that the distribution should be
treated as a taxable transaction;

These factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that
are included in this information statement. Many other important
factors cannot be predicted or quantified and are outside of our
control. If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from what we may
project. The forward-looking statements included in this
information statement are made only as of the date of this
information statement, and we undertake no obligation to
publicly update or review any forward-looking statement we make,
whether as a result of new information, future developments,
subsequent events or circumstances or otherwise. All subsequent
written and oral forward-looking statements attributable to us
or persons acting for or on our behalf are expressly qualified
in their entirety by this section.

On October 9, 2007, the Board of Directors of The E. W.
Scripps Company (E. W. Scripps) preliminarily
approved a plan to separate E. W. Scripps into two independent,
publicly traded companies. As so approved, the separation was to
occur through the distribution to E. W. Scripps shareholders of
all of the common shares of a subsidiary of E. W. Scripps that
holds or will hold, directly or indirectly, the assets and
liabilities of the networks and interactive media businesses of
E. W. Scripps.

In furtherance of this plan,
on ,
2008, the E. W. Scripps Board of Directors approved the
distribution of all shares of Scripps Networks Interactive held
by E. W. Scripps to holders of E. W. Scripps shares.

On ,
2008, the distribution date, each E. W. Scripps shareholder will
receive one Scripps Networks Interactive Class A Common
Share for each E. W. Scripps Class A Common Share held of
record on the record date and one Scripps Networks Interactive
Common Voting Share for each E. W. Scripps Common Voting Share
held of record on the record date. Following the distribution,
E. W. Scripps shareholders will own 100 percent of each
class of our common shares.

You will not be required to make any payment, surrender or
exchange your shares of E. W. Scripps or take any other action
to receive our common shares.

The distribution of our Class A Common Shares and Common
Voting Shares as described in this information statement is
subject to the satisfaction or waiver of certain conditions. For
a more detailed description of these conditions, see the caption
entitled Conditions to the Distribution included
elsewhere in this section.

Background

In 2006, management of E. W. Scripps commenced a review of
long-term strategy for the companys businesses against a
background of changing media industry dynamics, including rapid
worldwide broadband penetration and digital convergence and the
advent of new advertising models brought about by the
development of the Internet. National media, such as national
television networks and interactive businesses, stood to benefit
from the opportunities of digital transition, as distribution
windows opened for traditional content and online audiences and
advertising continued to grow. Traditional local media, such as
newspapers and television stations, while able to benefit in a
number of ways from changing conditions in the media industry,
nonetheless continued to face challenges as needs and
preferences of consumers and advertisers changed in the face of
the Internet and other transforming technologies. These
opportunities and challenges, in the midst of consolidation in
the media industry and the proliferation of new media
businesses, led management of E. W. Scripps to begin analyzing
whether there were alternatives to the structure of E. W.
Scripps that could be pursued to enhance shareholder value for
the long term. In conjunction with this analysis, E. W. Scripps
retained Goldman, Sachs & Co. to serve as its
financial advisor.

At a meeting in October 2006, the E. W. Scripps board met with
management, representatives of Goldman, Sachs and outside legal
advisors to discuss alternative strategies for the company. The
board and management continued to explore alternative strategies
at meetings in December 2006, February 2007 and May 2007.

At a meeting held on July 31, 2007, management and the
financial advisor reported to the board on various structural
alternatives for the E. W. Scripps businesses, principally
focusing on possible separation of E. W. Scripps into two
companies, one operating the networks and interactive businesses
and the other operating the newspaper publishing, broadcast
television and licensing and syndication businesses. After
discussion, the board directed management to prepare, with
advice of the companys financial and legal advisors, a
preliminary plan that would provide for the separation of E. W.
Scripps along these lines.

At a board of directors meeting held on September 17, 2007,
management presented a plan to separate the national and local
media businesses of E. W. Scripps by spinning off the networks
and interactive businesses to form a new public company, with
the newspaper and broadcast divisions and certain other
operations remaining in E. W. Scripps. Management reviewed with
the board the potential timetable for a spin-off, the potential
value created by a separation, various legal requirements,
governance matters, management and financial tasks and other
organizational matters. After discussion, the board directed
management to prepare additional information, with assistance
from the companys financial advisor and legal counsel, to
present to the board at a later meeting.

At a meeting of the board held on October 9, 2007,
management presented additional information relating to the
potential distribution of the networks and interactive
businesses, including an analysis of the strategies,
opportunities and risks for the resulting companies. Management
presented information to the board along with financial plans
and goals, proposed capital structures and dividend policies for
the two companies that would result from a distribution.
Representatives of Goldman Sachs reviewed other structural
alternatives, discussed the merits of the distribution, and
presented analyses relating to valuation, dividend policy,
capitalization, governance structure, and other aspects of the
companies resulting from the spin-off. Baker &
Hostetler LLP reviewed with the board a proposed structure for
the distribution, directors fiduciary duties and the
potential tax treatment of the distribution. Following
completion of all discussions, the board of directors
unanimously approved proceeding with the proposed separation.
The primary reasons for the boards decision are described
below under The Separation  Reasons for the
Separation.

Reasons
for the Separation

The E. W. Scripps Board of Directors determined that the
separation is in the best interests of E. W. Scripps and its
shareholders and approved the separation accordingly. A wide
variety of factors were considered by the Board in evaluating
the separation. The following matters are not intended to
represent a complete list of considerations, but rather a list
of some key factors contemplated during the decision process.



Management focus  The separation will allow
management of both companies to design and implement corporate
strategies and policies that are based primarily on the business
characteristics and strategic direction of the respective
companies. Additionally, both companies can concentrate their
financial resources solely on their own operations and will be
better able to respond quickly to changes in their respective
industries.



Capital allocation  The separated
companies will no longer need to compete internally for capital,
and both companies will have direct access to capital markets to
fund their agendas. This will provide each companys
management more control over capital resources from which to
make strategic investments in their respective businesses.



Management incentives  The separation
will enable each company to create tailored equity-based
incentives, including stock options and restricted shares, for
its key employees. Separate equity-based compensation
arrangements should more closely align the interests of
management with the interests of shareholders and may improve
each companys performance.



Investor appeal  The separation will
provide investors with two individual investment options that
may be more appealing than an investment in the current combined
company. Separating the Scripps Networks Interactive businesses
will result in each company representing more of a pure-play
investment that will

appeal to the respective investor bases due to each
companys more defined and focused business model. This
will allow investors to more appropriately value the merits,
performance and future prospects of each company.

The E. W. Scripps Board of Directors also considered a number of
potentially negative factors in evaluating the separation,
including loss of synergies from operating as one company,
increased costs, loss of joint purchasing power, disruptions to
the businesses as a result of the separation, the limitations
placed on Scripps Networks Interactive as a result of the Tax
Allocation Agreement and other agreements it is expected to
enter into with E. W. Scripps in connection with the spin-off,
the risk of being unable to achieve expected benefits from the
separation, the risk that the plan of separation might not be
completed and the one-time and ongoing costs of the separation.
The E. W. Scripps Board of Directors concluded that the
potential benefits of the separation outweighed these factors.

Formation
of a Holding Company Prior to Our Distribution

In connection with and prior to our distribution, E. W. Scripps
organized Scripps Networks Interactive as an Ohio corporation on
October 23, 2007 for the purpose of transferring to it all
of the assets and liabilities, including certain entities
holding such assets and liabilities, of the networks and
interactive media businesses.

When and
How You Will Receive the Dividend

E. W. Scripps will distribute our Class A Common
Shares and Common Voting Shares
on ,
2008, the distribution date. E. W. Scripps transfer agent
and registrar will serve as transfer agent and registrar for the
Scripps Networks Interactive Class A Common Shares and
Common Voting Shares and as distribution agent in connection
with the distribution of Scripps Networks Interactive
Class A Common Shares and Common Voting Shares.

If you own E. W. Scripps Class A Common Shares or Common
Voting Shares as of the close of business on the record date,
the Scripps Networks Interactive Class A Common Shares or
Common Voting Shares that you are entitled to receive in the
distribution will be issued, as of the distribution date, to
your account as follows:



Registered Shareholders. If you own your E. W.
Scripps shares directly (either in book-entry form through an
account at E. W. Scripps transfer agent, Mellon, or if you
hold physical paper share certificates), you will receive your
Scripps Networks Interactive Class A Common Shares by way
of direct registration in book-entry form and your Scripps
Networks Interactive Common Voting Shares in the form of a
physical paper certificate.

Commencing on or shortly after the distribution date, if you
hold physical paper share certificates that represent your E. W.
Scripps Class A Common Shares and you are the registered
holder of the shares represented by those certificates, the
distribution agent will mail to you an account statement that
indicates the number and class of Scripps Networks Interactive
Class A Common Shares that have been registered in
book-entry form in your name.

If you have any questions concerning the mechanics of having
shares registered in book-entry form, we encourage you to
contact Mellon at the address set forth on
page of this information statement.



Beneficial Shareholders. Most shareholders
hold their E. W. Scripps shares beneficially through a bank or
brokerage firm. In such cases, the bank or brokerage firm is
said to hold the shares in street name and ownership
is recorded on the bank or brokerage firms books. If you
so hold your E. W. Scripps shares, your bank or brokerage firm
will credit your account for the Scripps Networks Interactive
shares that you are entitled to receive in the distribution. If
you have any questions concerning the mechanics of having shares
held in street name, we encourage you to contact
your bank or brokerage firm.

Results
of the Separation

After our separation from E. W. Scripps, we will be a separate
publicly-traded company. Immediately following the distribution,
we expect to have
approximately
holders of record of our Class A Common Shares, based on
the number of holders of record of E. W. Scripps Class A
Common Shares
on ,
2008, and

approximately
holders of record of our Common Voting Shares, based on the
number of holders of record of E. W. Scripps Common Voting
Shares
on ,
2008,
with
Class A Common Shares
and Common
Voting Shares outstanding, based on the number of E. W. Scripps
Class A Common Shares and Common Voting Shares outstanding
on ,
2008. The actual number of shares to be distributed will be
determined on the record date and will reflect any exercise of
E. W. Scripps options between the date the E. W. Scripps Board
of Directors declares the dividend for the distribution and the
record date for the distribution.

Before the separation, we will enter into a Separation and
Distribution Agreement and several other agreements with E. W.
Scripps to effect the separation and provide a framework for our
relationships with E. W. Scripps after the separation. For
a more detailed description of these agreements, see the section
entitled Our Relationship With E. W. Scripps Following the
Spin-Off included elsewhere in this information statement.

The distribution will not affect the number of outstanding E. W.
Scripps Class A Common Shares or E. W. Scripps Common
Voting Shares or any rights of E. W. Scripps shareholders.

Incurrence
of Debt

Upon the closing of the spin-off, we expect to have
approximately $375 million principal amount of indebtedness
outstanding under a $550 million
5-year
unsecured revolving credit facility. We expect to have obtained
a commitment from certain financial institutions to form a
syndicate to provide the revolving credit facility. We expect
that the revolving credit facility will be available for the
cash dividend of $375 million to E. W. Scripps and to
provide liquidity for general corporate needs. Amounts
outstanding under the revolving credit facility are expected to
bear interest, at our option, at either a rate equal to
(i) a floating base rate or (ii) an adjusted LIBOR
rate plus an applicable margin. We expect to pay certain
customary fees with respect to the revolving credit facility. We
expect that the revolving credit facility will contain customary
affirmative and negative covenants.

Trading
Between the Record Date and Distribution Date

Beginning on or shortly before the record date and continuing
through the distribution date, we expect that there will be two
markets in E. W. Scripps Class A Common Shares: a
regular-way market and an
ex-distribution market. E. W. Scripps Class A
Common Shares that trade on the regular-way market
will trade with an entitlement to Scripps Networks Interactive
Class A Common Shares distributed pursuant to the spin-off.
E. W. Scripps Class A Common Shares that trade on the
ex-distribution market will trade without an
entitlement to Scripps Networks Interactive Class A Common
Shares distributed pursuant to the spin-off. Therefore, if you
sell shares of E. W. Scripps Class A Common Shares in the
regular-way market through the distribution date,
you will be selling your right to receive Scripps Networks
Interactive Class A Common Shares in the distribution. If
you own E. W. Scripps Class A Common Shares at the close of
business on the record date and sell those shares on the
ex-distribution
market through the distribution date, you will receive the
Scripps Networks Interactive Class A Common Shares that you
are entitled to receive pursuant to your ownership as of the
record date of the E. W. Scripps Class A Common Shares.

Furthermore, beginning on or shortly before the record date and
continuing up to and including through the distribution date, we
expect that there will be a when-issued market in
our Class A Common Shares. When-issued trading
refers to a sale or purchase made conditionally because the
security has been authorized but not yet issued. The
when-issued trading market will be a market for
Scripps Networks Interactive Class A Common Shares that
will be distributed to holders of E. W. Scripps Class A
Common Shares on the distribution date. If you owned E. W.
Scripps Class A Common Shares at the close of business on
the record date, you would be entitled to our Class A
Common Shares distributed pursuant to the distribution. You may
trade this entitlement to shares of Scripps Networks Interactive
Class A Common Shares, without the E. W. Scripps
Class A Common Shares you own, on the
when-issued market. On the first trading day
following the distribution date, when-issued trading
with respect to our Class A Common Shares will end, and
regular-way trading will begin.

We expect that the distribution will be effective
on ,
2008, which is the distribution date, provided that, among other
conditions described in this information statement, the
following conditions shall have been satisfied or, if
permissible under the Separation and Distribution Agreement,
waived by E. W. Scripps:



The Securities and Exchange Commission shall have declared
effective our registration statement on Form 10, of which
this information statement is a part, and no stop order relating
to the registration statement shall be in effect.



The Scripps Networks Interactive Class A Common Shares
shall have been accepted for listing on the NYSE, on official
notice of issuance.



E. W. Scripps shall have received a private letter ruling from
the IRS substantially to the effect that the distribution,
together with certain related transactions, will qualify as a
reorganization for U.S. federal income tax purposes under
Sections 355 and 368(a)(1)(D) of the Internal Revenue Code,
and such ruling shall be in form and substance satisfactory to
E. W. Scripps in its sole discretion.



E. W. Scripps shall have received an opinion of
Baker & Hostetler LLP substantially to the effect that
the distribution, together with certain related transactions,
will qualify as a reorganization for U.S. federal income
tax purposes under Sections 355 and 368(a)(1)(D) of the
Internal Revenue Code, and such opinion shall be in form and
substance satisfactory to E. W. Scripps in its sole discretion.



No order, injunction or decree issued by any court or agency of
competent jurisdiction or other legal restraint or prohibition
preventing consummation of the separation, distribution or any
of the transactions contemplated by the Separation and
Distribution Agreement or any ancillary agreement, shall be in
effect.



Such other actions as the parties may reasonably request be
taken prior to the separation in order to assure the successful
completion of the separation and the other transactions
contemplated by the Separation and Distribution Agreement shall
have been taken.



The Separation and Distribution Agreement shall not have been
terminated.



Any material government approvals and other consents necessary
to consummate the distribution shall have been obtained and be
in full force and effect.



No other events or developments shall have occurred that, in the
judgment of the E. W. Scripps Board of Directors, would result
in the distribution having a material adverse effect on E. W.
Scripps or its shareholders.

The fulfillment of the foregoing conditions does not create any
obligation on E. W. Scripps part to effect the
distribution, and the E. W. Scripps Board of Directors has
reserved the right, in its sole discretion, to abandon, modify
or change the terms of the distribution, including by
accelerating or delaying the timing of the consummation of all
or part of the distribution, at any time prior to the
distribution date.

Separation
Costs

In connection with the consummation of the separation plan, E.
W. Scripps expects to incur one-time, non-recurring pre-tax
separation costs of approximately
$ million. These one-time
costs are expected to consist of, among other things: financial,
legal, tax, accounting and other advisory fees; [non-income tax
costs and] regulatory fees incurred as part of the separation;
NYSE listing fees, investor and other stakeholder
communications, printing costs, and fees of the distribution
agent; and employee recruiting fees and incentive compensation,
among other things. Nearly all of these costs will be incurred
by E. W. Scripps prior to the distribution [and do not include
incremental capital expenditures related to the spin-off]. After
the spin-off, to the extent additional one-time costs are
incurred by Scripps Networks Interactive in connection with the
separation, they will be the responsibility of Scripps Networks
Interactive; however, we cannot currently estimate such costs.
In addition, we expect approximately
$ to
$ million of total net
incremental costs to be incurred on a going-forward basis in
connection with operating Scripps Networks Interactive as an
independent publicly traded company. These costs will be our

responsibility and are discussed elsewhere in this information
statement in the section entitled Unaudited Pro Forma
Combined Financial Data.

Certain
U.S. Federal Income Tax Consequences of the
Distribution

The following discussion summarizes certain U.S. federal
income tax consequences of the distribution for a beneficial
owner of E. W. Scripps Class A Common Shares or Common
Voting Shares that holds such shares as a capital asset for tax
purposes. The discussion is of a general nature and does not
purport to deal with persons in special tax situations,
including, for example, financial institutions, insurance
companies, regulated investment companies, dealers in securities
or currencies, traders in securities that elect to use a
mark-to-market method of accounting for securities holdings, tax
exempt entities, persons holding E. W. Scripps Class A
Common Shares or Common Voting Shares in a tax-deferred or
tax-advantaged account, or persons holding E. W. Scripps
Class A Common Shares or Common Voting Shares as a hedge
against currency risk, as a position in a straddle,
or as part of a hedging or conversion
transaction for tax purposes.

For purposes of this summary, a U.S. holder is
a beneficial owner of E. W. Scripps Class A Common Shares
or Common Voting Shares that is an individual U.S. citizen
or resident, a U.S. domestic corporation, or otherwise
subject to U.S. federal income tax on a net income basis in
respect of such shares, and a
non-U.S. holder
is a beneficial owner of E. W. Scripps Class A Common
Shares or Common Voting Shares that is not a U.S. holder
(and is not treated as a partnership for U.S. federal
income tax purposes). We use the term holder to
refer to both U.S. holders and
non-U.S. holders.

This summary does not address all of the tax considerations that
may be relevant to a holder of E. W. Scripps Class A Common
Shares or Common Voting Shares. In particular, we do not address:



The U.S. federal income tax consequences applicable to a
shareholder of E. W. Scripps that is treated as a partnership
for U.S. federal income tax purposes.



The U.S. federal income tax consequences applicable to
shareholders in, or partners, members or beneficiaries of, an
entity that holds E. W. Scripps Class A Common Shares or
Common Voting Shares.



The U.S. federal estate, gift or alternative minimum tax
consequences of the distribution.



The tax considerations relevant to U.S. holders whose
functional currency is not the U.S. dollar.

This summary is based on laws, regulations, rulings,
interpretations and decisions now in effect, all of which are
subject to change, possibly on a retroactive basis. It is not
intended to be tax advice.

You should consult your own tax advisor as to all of the tax
consequences of the distribution to you in light of your own
particular circumstances, including the consequences arising
under state, local and foreign tax laws, as well as possible
changes in tax laws that may affect the tax consequences
described herein.

It is a condition to the distribution that E. W. Scripps receive
an Internal Revenue Service private letter ruling
and/or an
opinion from its special counsel, Baker & Hostetler
LLP, to the effect that, on the basis of certain facts,
assumptions, representations and undertakings set forth in such
ruling
and/or
opinion, the distribution will qualify as a distribution that is
tax-free under Section 355 and other related provisions of
the Internal Revenue Code of 1986, as amended. Except as
otherwise noted, it is assumed for purposes of the following
discussion that the distribution will so qualify.

If the distribution qualifies as tax-free, then:



No gain or loss will be recognized by, and no amount will be
includible in the income of, E. W. Scripps as a result of the
distribution, other than with respect to any excess loss
account or intercompany transaction required
to be taken into account under Treasury regulations relating to
consolidated returns.

No gain or loss will be recognized by, and no amount will be
included in the income of, a U.S. holder solely as a result
of the receipt of our Class A Common Shares or Common
Voting Shares in the distribution.



A
non-U.S. holder
will not be subject to any U.S. federal gross income or
withholding tax solely as a result of our Class A Common
Shares or Common Voting Shares in the distribution.



The holding period for our Class A Common Shares or Common
Voting Shares received in the distribution will include the
period during which E. W. Scripps Class A Common Shares or
Common Voting Shares were held.



The tax basis of E. W. Scripps Class A Common Shares or
Common Voting Shares immediately prior to the distribution will
be apportioned between E. W. Scripps Class A Common Shares
or Common Voting Shares and our Class A Common Shares or
Common Voting Shares received based upon relative fair market
values at the time of the distribution.

Although an Internal Revenue Service private letter ruling
generally is binding on the Internal Revenue Service, if the
facts, assumptions, representations or undertakings set forth in
the ruling request are incorrect or violated in any material
respect, the ruling may be retroactively modified or revoked by
the Internal Revenue Service. An opinion of counsel represents
counsels best legal judgment but is not binding on the
Internal Revenue Service or any court. If, on audit, the
Internal Revenue Service held the distribution to be taxable,
the above consequences would not apply and both E. W. Scripps
and its shareholders could be subject to tax.

If the distribution were taxable to E. W. Scripps and its
shareholders then:



E. W. Scripps would recognize a gain equal to the excess of the
fair market value of our Class A Common Shares or Common
Voting Shares on the date of the distribution over its tax basis
therein.



Each holder that receives our Class A Common Shares or
Common Voting Shares in the distribution would be treated as if
the holder received a taxable distribution equal to the full
value of our Class A Common Shares or Common Voting Shares
received, which would be taxed (i) as a dividend to the
extent of the holders pro rata share of E. W.
Scripps current and accumulated earnings and profits
(including the gain to E. W. Scripps described in the preceding
bullet point), then (ii) as a non-taxable return of capital
to the extent of the holders tax basis in its E. W.
Scripps Class A Common Shares or Common Voting Shares, and
finally (iii) as capital gain with respect to the remaining
value.



An individual U.S. holder would generally be subject to
U.S. federal income tax at a maximum rate of
15 percent with respect to the portion of the distribution
that was treated as a dividend or capital gain, subject to
exceptions for certain short term and hedged positions
(including positions held for one year or less, in the case of a
capital gain), which could give rise to tax at ordinary income
rates.



A
non-U.S. holder
would generally be subject to U.S. federal gross income and
withholding tax with respect to the portion of the distribution
that was treated as a dividend, at a rate of 30 percent or
such lower rate as may be provided for in an applicable income
tax treaty.



A
non-U.S. holder
would generally not be subject to U.S. federal income tax
with respect to the portion of the distribution that was treated
as a capital gain, unless the
non-U.S. holder
was an individual who qualified as a U.S. resident due to
his presence in the United States for 183 days or more in
the taxable year of the distribution and satisfaction of certain
other conditions.



A holder would not be subject to U.S. federal income tax
with respect to the portion of the distribution that was treated
as a return of capital, although its tax basis in its E. W.
Scripps Class A Common Shares or Common Voting Shares would be
thereby reduced.

If, due to any of our representations or undertakings being
incorrect or violated, the Internal Revenue Service held the
distribution on audit to be taxable, we could be required to
indemnify both E. W. Scripps and its shareholders for the taxes
described above and related losses. In addition, current tax law
generally creates a presumption that the distribution would be
taxable to E. W. Scripps, but not to its shareholder, if we or
our shareholders were to engage in a transaction that would
result in a 50 percent or greater change by vote or by
value in our stock ownership during the four-year period
beginning on the date that begins two years before the

distribution date, unless it is established that the
distribution and the transaction are not part of a plan or
series of related transactions to effect such a change in
ownership. If the distribution were taxable to E. W. Scripps due
to such a 50 percent or greater change in our share
ownership, E. W. Scripps would recognize a gain equal to the
excess of the fair market value of our Class A Common
Shares or Common Voting Shares on the date of the distribution
over E. W. Scripps tax basis therein and we could be
required to indemnify E. W. Scripps for the tax on such gain and
related losses. See Our Relationship With E. W. Scripps
Following the Spin-Off  Agreements with The
E. W. Scripps Company  Tax Allocation
Agreement.

Matters
Related to the Edward W. Scripps Trust

The Edward W. Scripps Trust owns approximately 88 percent
of the E. W. Scripps Common Voting Shares and approximately
31 percent of the E. W. Scripps Class A Common Shares,
and immediately following the spin-off will own like percentages
of our Common Voting Shares and Class A Common Shares. As
the controlling shareholder of E. W. Scripps, the Trust is able
to elect two-thirds of the directors of E. W. Scripps and to
control the vote of shareholders on all matters other than in
certain limited circumstances where the holders of E. W. Scripps
Class A Common Shares are entitled under Ohio law to vote
as a separate class. Following the spin-off, the Trust will be
the controlling shareholder of our company with the same voting
power that it now holds with respect to E. W. Scripps.

Information
Reporting

Current Treasury regulations require each U.S. holder who
receives our Class A Common Shares or Common Voting Shares
pursuant to the distribution to attach to such holders
U.S. federal income tax return for the year in which the
distribution occurs a detailed statement setting forth such data
as may be appropriate in order to show the applicability to the
distribution of Section 355 and other related provisions of
the Internal Revenue Code of 1986, as amended. E. W. Scripps
will provide to each holder of record of E. W. Scripps
Class A Common Shares or Common Voting Shares as of the
record date appropriate information to be included in such
statement.

Treatment
of Stock Options and Restricted Stock

Pursuant to the E. W. Scripps 1997 Long-Term Incentive Plan, as
amended, officers, directors and employees of E. W. Scripps have
been granted options to purchase E. W. Scripps Class A
Common Shares and have received awards of E. W. Scripps
restricted Class A Common Shares. Under the anti-dilution
provisions of the E. W. Scripps Long-Term Incentive Plan, as
amended, the compensation committee of E. W. Scripps has the
authority to make equitable adjustments to outstanding options
and restricted share awards in the event of certain
transactions, including the spin-off of Scripps Networks
Interactive. The compensation committee of E. W. Scripps has
determined to make various adjustments to outstanding E. W.
Scripps options and restricted share awards, as described below,
to preserve the economic benefits of the original options and
awards following the spin-off. These adjustments will be made in
the same manner for all holders of such options and restricted
shares, including officers and directors, depending on whether
such holders become employees, officers or directors of E. W.
Scripps or of Scripps Networks Interactive upon consummation of
the spin-off, as detailed below. All options to purchase, or
restricted share awards relating to, Scripps Networks
Interactive Class A Common Shares issued in connection with
these adjustments will be our obligations. All options
exercisable for, and all restricted share awards relating to,
E. W. Scripps Class A Common Shares, regardless of any
adjustment, will remain obligations of E. W. Scripps. We intend
to file a registration statement with respect to our
Class A Common Shares issuable upon exercise of the options
or vesting of the restricted share awards that we issue,
including options and restricted share awards issued in
connection with the foregoing adjustments, as soon as
practicable following consummation of the spin-off.

Option
Awards

Our Officers and Employees. As of the
distribution date, E. W. Scripps options held by E. W. Scripps
officers and employees who become our officers and employees (or
by individuals considered our former employees) will be
converted to options for Scripps Networks Interactive
Class A Common Shares. The exercise price and the number of
shares subject to these options will be adjusted to maintain the
economic value of the options. All other terms of the options
will remain the same. The adjustments to the exercise price and
the number of shares

underlying the options will be based on a conversion ratio
calculated by taking the
10-day
weighted average price of Scripps Networks Interactive
Class A Common Shares immediately following the
distribution date and dividing it by the price of E. W. Scripps
Class A Common Shares immediately prior to the distribution
date.

E. W.
Scripps Officers and
Employees.

Vested options. As of the distribution
date, vested E. W. Scripps options held by persons who remain
officers or employees of E. W. Scripps (or persons considered
former employees of E. W. Scripps) following the spin-off will
be converted such that 20 percent of the underlying shares
will remain E. W. Scripps Class A Common Shares and
80 percent will be converted to Scripps Networks
Interactive Class A Common Shares. The exercise price and
number of shares of each option for Scripps Networks Interactive
Class A Common Shares will be based on a conversion ratio
calculated by taking the
10-day
weighted average price of Scripps Networks Interactive
Class A Common Shares immediately following the
distribution date and dividing it by the price of E. W. Scripps
Class A Common Shares immediately prior to the distribution
date. The exercise price and number of shares of each option for
E. W. Scripps Class A Common Shares will be based on a
conversion ratio calculated by taking the
10-day
weighted average price of E. W. Scripps Class A Common
Shares immediately following the distribution date and dividing
it by the price of E. W. Scripps Class A Common Shares
immediately prior to the distribution date. All other terms of
the options will remain the same.

Unvested options. All options held by
persons who remain officers or employees of E. W. Scripps
following the spin-off that have not vested as of the
distribution date will remain as options for E. W. Scripps
Class A Common Shares, with the exercise price and the
number of shares underlying such options adjusted to maintain
the economic value of the options based on a conversion ratio
calculated by taking the
10-day
weighted average price of E. W. Scripps Class A Common
Shares immediately following the distribution date and dividing
it by the price of E. W. Scripps Class A Common Shares
immediately prior to the distribution date. All other terms of
the unvested options will remain the same.

Directors. Each director of E. W.
Scripps who resigns from the E. W. Scripps Board of Directors
and becomes a director of Scripps Networks Interactive will be
treated the same way as employees of E. W. Scripps who become
our employees for purposes of adjusting their E. W. Scripps
options. E. W. Scripps options (vested and nonvested) held by
directors of E. W. Scripps who remain on the E. W. Scripps board
following the spin-off (and former E. W. Scripps Directors) will
be treated in the same manner as the E. W. Scripps options
(vested and nonvested) held by employees who remain
E. W. Scripps employees following the spin-off. Each
E. W. Scripps director who will following the spin-off be a
member of both the E. W. Scripps Board of Directors and our
board will have half of such E. W. Scripps options treated as if
he/she were a remaining employee of E. W. Scripps and half of
such options treated as if he/she were becoming an employee of
ours.

Restricted
Shares, Restricted Share Units and Phantom Stock
Units

Our
Officers and
Employees.

Restricted shares. As of the
distribution date, each E. W. Scripps officer and employee who
becomes our officer or employee and who holds E. W. Scripps
restricted Class A Common Shares will receive one Scripps
Networks Interactive restricted Class A Common Share for
each E. W. Scripps restricted Class A Common Share pursuant
to the spin-off. Thereafter each of his E. W. Scripps restricted
Class A Common Shares will be converted to Scripps Networks
Interactive restricted Class A Common Shares based on a
conversion ratio equal to the
10-day
weighted average price of E. W. Scripps Class A Common
Shares immediately following the distribution date divided by
the 10-day
weighted average price of Scripps Networks Interactive
Class A Common Shares immediately following the
distribution date. All restricted shares will retain the same
restrictions as the original restricted share awards.

Restricted share units. Each restricted
share unit held by an E. W. Scripps officer who becomes our
officer will be treated in a fashion similar to restricted
shares, with such officer receiving such number of our
restricted share units as equals the number of E. W. Scripps
Class A Common Shares to which he would be entitled had the
E. W. Scripps restricted share units represented actual E.
W. Scripps Class A Common Shares as of the record date for
the distribution, and with E. W. Scripps restricted share units
held as of the distribution date being converted into

our restricted share units based on the same conversion ratio
used to convert E. W. Scripps restricted Class A Common
Shares into our restricted Class A Common Shares. All other
terms and conditions of our restricted share units will be
substantially similar to those applicable to the corresponding
E. W. Scripps restricted share units converted as described.

E. W. Scripps Officers and
Employees. As of the distribution date, each
person who will remain an officer or employee of E. W. Scripps
will retain his E. W. Scripps restricted Class A Common
Shares and receive pursuant to the spin-off one Scripps Networks
Interactive restricted Class A Common Share for each E. W.
Scripps restricted Class A Common Share. All restricted
shares will retain the same restrictions as the original
restricted share awards. No person who will remain an officer or
employee of E. W. Scripps holds an E. W. Scripps restricted
share unit.

Directors. The directors of E. W.
Scripps do not hold any E. W. Scripps restricted Class A
Common Shares. However, they may hold phantom stock units under
the 1997 Deferred Compensation and Stock Plan for Directors.
Each director who remains an E. W. Scripps director and does not
become a director of ours will receive such number of our
phantom stock units as equals the number of our Class A
Common Shares to which he would have been entitled had his E. W.
Scripps phantom stock units represented actual E. W. Scripps
Class A Common Shares as of the record date. Each of our
directors who holds E. W. Scripps phantom stock units as of the
distribution date shall receive such number of our phantom stock
units as equals the number of our Class A Common Shares to
which he would have been entitled had the E. W. Scripps phantom
stock units represented actual E. W. Scripps Class A Common
Shares as of the record date. Thereafter, the E. W. Scripps
phantom stock units held by such director shall be converted
into our phantom stock units by application of the same
conversion ratio used to convert E. W. Scripps restricted
Class A Common Shares to our restricted Class A Common
Shares as described above. Each director of E. W. Scripps
who remains on the E. W. Scripps Board and joins our board as
well shall have one-half of his E. W. Scripps phantom stock
units adjusted in the manner that applies to our directors and
one-half in the manner that applies to E. W. Scripps directors.

Listing
and Trading of Scripps Networks Interactive Class A Common
Shares

There is currently no public market for our Class A Common
Shares. We intend to apply to have our Class A Common
Shares authorized for listing on the NYSE under the symbol
SNI.

We cannot predict what the trading prices for our Class A
Common Shares will be before or after the distribution date.
Until Scripps Networks Interactive Class A Common Shares
are fully distributed and an orderly market develops, the price
at which they trade may fluctuate and may be lower or higher
than the price that would be expected for a fully distributed
issue. See Risk Factors  Risk Factors Relating
to Scripps Networks Interactive Class A Common Shares.

The Scripps Networks Interactive Class A Common Shares
distributed to E. W. Scripps shareholders will be freely
transferable except for shares received by persons who may be
deemed to be affiliates of Scripps Networks
Interactive under the Securities Act of 1933, which will be
referred to as the Securities Act. Persons that may
be considered affiliates of Scripps Networks Interactive after
the spin-off generally include individuals or entities that
control, are controlled by or are under common control with
Scripps Networks Interactive. This may include some or all of
our officers and directors as well as principal shareholders of
Scripps Networks Interactive. Persons that are affiliates of
Scripps Networks Interactive will be permitted to sell their
shares only pursuant to an effective registration statement
under the Securities Act or an exemption from the registration
requirements of the Securities Act, such as the exemption
afforded by Section 4(1) of the Securities Act or
Rule 144 thereunder. Sales under Rule 144 are subject
to provisions relating to notice, manner of sale, volume
limitation, and the availability of current public information
about Scripps Networks Interactive. Affiliates of Scripps
Networks Interactive, including The Edward W. Scripps Trust,
will hold approximately [ percent]
of our Class A Common Shares and
[ percent] of our Common Voting
Shares following the distribution. See Security Ownership
of Certain Beneficial Owners and Management for more
information.

Pursuant to the spin-off, Scripps Networks Interactive will be
separated from E. W. Scripps and become a separate
publicly-traded company. The spin-off involves the following
steps:

Before
the distribution
date:



Scripps Networks Interactive will be organized as an Ohio
corporation and wholly-owned subsidiary of Scripps Howard
Broadcasting Company.



E. W. Scripps will cause its wholly-owned subsidiary Scripps
Howard Broadcasting Company to contribute 100 percent of
the shares of Scripps Shop at Home Inc. and its 50 percent
interest in Cable Program Management Company, GP (a partnership
which owns a 10 percent interest in Food Network) to
Scripps Networks Interactive.



Scripps Howard Broadcasting Company will distribute all of the
issued and outstanding shares of Scripps Networks Interactive to
E. W. Scripps.



E. W. Scripps will contribute all of the issued and outstanding
shares of Shopzilla, Inc. and Ulysses U.K., Inc. and all of the
issued and outstanding interests in uSwitch, LLC to Scripps
Networks Interactive.



The Internal Revenue Service will advise E. W. Scripps that the
spin-off transaction will qualify as a tax-free transaction
under Section 355 of the Internal Revenue Code.



The Securities and Exchange Commission (SEC) will
declare effective under the Securities Exchange Act of 1934, as
amended (the Exchange Act), the registration
statement of which this information statement is a part.



E. W. Scripps will mail this information statement to its
shareholders.



E. W. Scripps Board of Directors will determine the record date
for the dividend of Scripps Networks Interactive shares to E. W.
Scripps shareholders, declare that dividend subject to
shareholder approval described below and establish the
distribution date.



The holders of E. W. Scripps Common Voting Shares will approve
the spin-off and certain precedent transactions at the annual
meeting of E. W. Scripps shareholders to be held on
[ ,
2008]. (No vote of the holders of E. W. Scripps Class A
Common Shares is required or will be sought in connection with
the spin-off.)



Our Class A Common Shares are expected to begin trading on
a when issued basis on or shortly before the record
date for the spin-off.

vi. Various other actions related to the spin-off as
described in this information statement.

On or
before the distribution
date:



We will have entered into numerous agreements with E. W. Scripps
that relate to the spin-off or that will govern our relationship
with E. W. Scripps following the completion of the spin-off,
including:

E. W. Scripps will receive an opinion of counsel as to the
tax-free nature of the distribution.



E. W. Scripps will distribute all of the Class A Common
Shares of Scripps Networks Interactive pro rata to the holders
of record of E. W. Scripps Class A Common Shares as of the
record date and all of the Common Voting Shares of Scripps
Networks Interactive pro rata to all of the holders of record of
E. W. Scripps Common Voting Shares as of the record date.

Following
the distribution
date:



We expect that our Class A Common Shares will begin trading
on the NYSE on a regular-way basis under the symbol
SNI on the first trading day following the
distribution date.



We will operate as a separate publicly-traded company.

Vote of
the Holders of Common Voting Shares of E. W. Scripps and Rights
of Dissenting Shareholders

E. W. Scripps will seek approval of the spin-off by the
holders of its Common Voting Shares at the companys annual
meeting of shareholders to be held on
[ ,
2008]. No vote of the holders of E. W. Scripps Class A
Common Shares is required or will be sought in connection with
the spin-off. While it is clear under Ohio law that no vote of
the holders of E. W. Scripps Class A Common Shares is
required in connection with the spin-off, it is not clear
whether E. W. Scripps must have approval of the holders of its
Common Voting Shares; therefore, E. W. Scripps has decided as a
precaution to submit the spin-off to such holders for their
approval. The Edward W. Scripps Trust owns approximately
88 percent of the Common Voting Shares of E. W. Scripps and
is expected to vote in favor of the spin-off at the meeting,
thus assuring approval. If it were determined under Ohio law
that the holders of E. W. Scripps Common Voting Shares must
approve the spin-off, the holders of E. W. Scripps Class A
Common Shares and certain holders of E. W. Scripps Common Voting
Shares may have dissenters rights under Ohio law. For more
information on these matters, including information relating to
how to preserve any dissenters rights you may have, see
Shareholder Approval and Dissenters Rights
herein.

Reason
for Furnishing this Information Statement

This information statement is being furnished solely to provide
information to E. W. Scripps shareholders who will receive
shares of Scripps Networks Interactive in the spin-off. It is
not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities. We believe that the
information contained in this information statement is accurate
as of the date set forth on the cover. Changes may occur after
that date and neither E. W. Scripps nor Scripps Networks
Interactive undertakes any obligation to update the information
except in the normal course of its respective public disclosure
obligations.

Following the spin-off, we intend to adopt a policy of paying,
subject to legally available funds, a quarterly cash dividend of
[$ ] per Class A Common Share
and [$ ] per Common Voting Share.
All decisions regarding the declaration and payment of dividends
will be evaluated from time to time in light of our financial
condition, earnings, growth prospects, funding requirements,
applicable law and other factors deemed relevant by our board of
directors.

The following table sets forth our cash and cash equivalents and
capitalization as of December 31, 2007:



On an actual basis.



On a pro forma basis to give effect to the pro forma adjustments
included in our unaudited pro forma condensed combined financial
information.

The pro forma adjustments are based upon available information
and assumptions that management believes are reasonable; however
such adjustments are subject to change based on the finalization
of the terms of the Distribution and the agreements which define
our relationship with Scripps after the Distribution. In
addition, such adjustments are estimates and may not prove to be
accurate.

You should read the information in the following table together
with Selected Historical and Pro Forma Combined
Data, Managements Discussion and Analysis of
Financial Condition and Results of Operations,
Unaudited Pro Forma Condensed Combined Financial
Information and our audited combined financial statements
and the related notes included elsewhere in this information
statement.

As of December 31, 2007

Historical

Pro Forma(*)

(Unaudited)

(In thousands)

Cash and cash equivalents

$

12,532

$

12,532

Long term borrowings

503,361

375,000

Total equity

1,013,288

1,116,613

Total capitalization

$

1,516,649

$

1,491,613

(*)

The pro forma long-term debt of approximately $375 million
reflects borrowings that we intend to make under the
$550 million unsecured revolving credit facility to be
negotiated for Scripps Networks Interactive prior to the
separation. The proceeds of these borrowings will be used to pay
a $375 million cash dividend to Scripps immediately prior
to the distribution, which Scripps expects to use to repay
outstanding indebtedness.

We expect that we would have had, on a pro forma basis,
approximately 163 million shares of common stock
outstanding as of December 31, 2007, based on each holder
of E. W. Scripps common stock receiving a dividend of one share
of our common stock for each share of E. W. Scripps common
stock, there being approximately 163 million shares of E.
W. Scripps common stock outstanding on that date, assuming no
exercise of outstanding options.

Our unaudited pro forma condensed combined financial information
presented below has been derived from our audited combined
financial statements for the year ended December 31, 2007.
The pro forma adjustments and notes to the unaudited pro forma
condensed combined financial information give effect to the
legal formation and capitalization of Scripps Networks
Interactive and the contribution of assets and liabilities of
the Scripps Networks and Interactive Media businesses by E. W.
Scripps. This unaudited pro forma condensed combined financial
information should be read in conjunction with
Managements Discussion and Analysis of Financial
Condition and Results of Operations and our audited
combined financial statements and the notes to those statements
included elsewhere in this information statement.

Our unaudited pro forma condensed combined statement of income
for the year ended December 31, 2007, has been prepared as
though the distribution had occurred on January 1, 2007.
The unaudited pro forma condensed combined balance sheet has
been prepared as though the distribution had occurred on
December 31, 2007. The pro forma adjustments are based upon
available information and assumptions that management believes
are reasonable, that reflect the expected impacts of events that
are directly attributable to the [distribution] and related
transaction agreements and that are factually supportable and
expected to have a continuing impact on us; however such
adjustments are subject to change based on the finalization of
the terms of the distribution and the transaction agreements
(See Separation and Distribution Agreement). In
addition, such adjustments are estimates and may not prove to be
accurate.

For the fiscal year ended 2007, E.W. Scripps allocated
expenses to us in the amount of $47.2 million representing
the cost of certain corporate functions performed on our behalf.
The expense allocation includes costs related to human
resources, finance, information technology, legal, internal
audit and other services. After the separation from
E.W. Scripps, we will have our own corporate infrastructure
and will assume responsibility for all of these functions and
the related costs. We expect the costs for such corporate
functions, in aggregate, to be approximately
$ million on an annual basis going forward. No
adjustments have been made to the unaudited pro forma condensed
combined financial information below to reflect these costs.

The net change in expenses associated with replacing these
functions and establishing our own infrastructure related
thereto have not been reflected in the unaudited pro forma
condensed combined financial information presented below. This
net change in expenses is not to be realized until the
transition is complete.

In addition, following the [distribution] date, Scripps Networks
Interactive will provide to E. W. Scripps and
E. W. Scripps will provide to Scripps Networks
Interactive certain services for a limited period, as stipulated
in the Transition Service Agreement. Such services will be, but
not limited to, information technology support, accounting
services, and risk management support. These transitional costs
have not been reflected in the unaudited pro forma condensed
combined financial information.

In connection with the distribution, we expect to replace
funding provided through E. W. Scripps intercompany arrangements
with alternative sources at market rates available to us. In
addition, we expect to make a dividend payment to E. W. Scripps
in an amount equal to $375 million.

The pro forma adjustments include the following items:



The distribution of approximately 163 million of shares of
our common stock to the stockholders of E. W. Scripps and the
payment of a cash dividend to Scripps of $375 million.



Compensation expense related to equity awards granted to
E.W. Scripps employees that will become employees of
Scripps Networks Interactive.



Adjustments related to pension.



The replacement of intercompany debt payable to E.W. Scripps
with other funding obtained by us that we intend to have in
place on or prior to the distribution.

The unaudited pro forma condensed combined financial information
are provided for illustrative and informational purposes only
and do not reflect what our combined balance sheet and statement
of income would have been had the distribution occurred at the
beginning of all periods presented and are not necessarily
indicative of our future financial condition and future results
of operations.

(a) Represents the elimination of $503,361 of amounts due
to E. W. Scripps and affiliates and $5,757 of accrued interest.
The related outstanding amount of debt issuance costs written
off is $1,536.

(b) Represents the amount drawn out of the $550,000 credit
facility. At the spin-off date, Scripps Networks Interactive
expects to enter into a five year term revolving credit facility
of up to $550 million bearing interest at LIBOR plus an
applicable margin.

(c) Represents a $375,000 dividend payment to E. W. Scripps.

(d) Represents the payment of breakage fees of $33,000 due
to the extinguishment of the debt due to E. W. Scripps
and the payment of $2,855 related to treasury call options. SNI
entered into two treasury call options in order to hedge its
exposure to any downside in the interest rate, which could have
increased the amount of breakage fees. The amount of breakage
fees has been estimated based on interest rates in effect as of
December 31, 2007, and the extinguishment of the debt as of
June 1, 2008. The breakage fees attributable to the debt
will be charged to the statement of income as interest expense.
However, the breakage fees have been excluded from the pro forma
condensed combined statement of income as they are not expected
to have a continuing impact on operations.

(e) Represents the adjustment to the pension liability of
$9,574 to reflect the pension liability based on E. W. Scripps
corporate employees that will become employees of Scripps
Networks Interactive after the distribution. Historically,
projected benefit obligations of corporate employees have been
allocated based on revenue (see (j)).

(f) Represents the net increase in deferred income taxes of
$2,976 due to the net change in debt issuance costs, pension
liabilities [and stock options].

(g) Represents increase to parent company equity to reflect
the followings:



The write off of outstanding debt issuance costs of $967, net of
tax.



The breakage fees of $35,855 (see (d)).



The payment of the dividend of $375,000.



The adjustment to pension and other benefits of $6,598, net of
tax.



The elimination of the outstanding debt due to Scripps and
accrued interest for $509,118.



The reclassification of parent company equity into common stock
and
paid-in-capital
(see (h) for $1,075,214).

(h) Represents the capitalization of Scripps Networks
Interactive, including the assumed issuance of approximately
163 million Scripps Networks Interactive common stock at
$0.01 par value (based on an estimate of the number of
Scripps shares outstanding at December 31, 2007).

(i) Represents the adjustment of historical stock based
compensation expense of $1,392 to reflect the incremental value
of the stock based compensation attributable to unvested stock
options. That incremental value has been triggered by the
modification of the terms of the awards due to the equity
restructuring. The total incremental value of unrecognized
compensation costs related to stock options is $1,599 and is
expected to be recognized over a weighted average period of
2 years. The total amount of stock based compensation
attributable to vested stock options is $5,047. This expense
will be charged to the statement of operations of Scripps
Networks Interactive at the date of the spin-off. However, this
expense has been excluded from the unaudited pro forma condensed
combined statement of operations as it is not expected to a have
a continuing impact on operations.

The incremental stock compensation attributable to vested and
unvested stock options has been determined based on E.W. Scripps
corporate employees that will become employees of Scripps
Networks Interactive after the distribution. Historical stock
compensation expenses for corporate employees were allocated
based on revenue.

(j) Represents the adjustment of historical pension
expenses of $28 and deferred compensation interest expense of
$312 to reflect the pension expense for E. W. Scripps corporate
employees that will become Scripps

Networks Interactive employees after the spin. In the 2007
historical carve out statement of operations, pension expenses
of corporate employees and share service centre employees have
been allocated based on revenue.

(k) Represents increase to interest expense to reflect the
followings:



The reversal of existing interest expense of $34,177 related to
the amount of debt due to E. W. Scripps.



The reversal of the amortization expenses of $2,565 related to
the debt issuance costs of the debt due to E. W. Scripps.



The interest expense of $12,938 is related to the new revolving
credit facility. The interest expense has been calculated using
an interest rate of LIBOR in effect as of December 31,
2007, plus an applicable margin, and assuming the average amount
drawn on the revolving credit facility would be $375,000. Each
one-eight of one percent change in LIBOR would result in a
change in interest expense of $469.

(m) The calculation of pro forma basic earnings per share
and average shares outstanding is based on the average number of
shares of E. W. Scripps common stock outstanding for the year
ended December 31, 2007, assuming the distribution ratio of
one share of Scripps Networks Interactive for every share of E.
W. Scripps. The calculation of pro forma diluted earnings per
share and shares outstanding is based on the average number of
shares of common stock outstanding for the year ended
December 31, 2007 and average diluted shares of common
stock outstanding for the year ended December 31, 2007.
This calculation may not be indicative of the dilutive effect
that will actually result from the replacement or adjustment of
E. W. Scripps stock based awards held by Scripps Networks
Interactive employee and employees of E. W. Scripps or the grant
of new stock-based awards. The number of dilutive shares of
Scripps Networks Interactive common stock that will result from
E. W. Scripps stock options and restricted stock units held by
Scripps Networks Interactive employees will not be determined
until immediately after the distribution.

The following table set forth selected historical and pro forma
combined financial data. The combined statement of income data
for each of the years in three-year period ended
December 31, 2007, and the combined balance sheet data as
of December 31, 2007 and 2006, have been derived from our
audited combined financial statements included elsewhere in this
information statement. The combined statement of income data for
the years ended December 31, 2004 and 2003 and the combined
balance sheet data as of December 31, 2005, 2004 and 2003
are derived from the un-audited combined financial statements
not included elsewhere in this information statement. The
unaudited pro forma statement of income and financial data have
been derived from our combined financial statements for the year
ended December 31, 2007, and include adjustments that give
effect to transactions contemplated by the separation and
distribution agreement.

The selected historical and pro forma combined financial data
below should be read in conjunction with our audited combined
financial statements and accompanying notes Unaudited Pro
Forma Condensed Combined Financial Information and
Managements Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere in
this information statement. The combined financial information
may not be indicative of our future performance and does not
necessarily reflect what the financial position and results of
operations would have been had we operated as an independent,
publicly-traded company during the periods presented, including
changes that will occur in our operations and capitalization as
a result of the separation and distribution from E.W. Scripps.
See Unaudited Pro Forma Condensed Combined Financial
Information for additional discussion of the anticipated
changes.

depreciation and amortization, impairment of goodwill and
intangible assets, divested operating units, investment results
and certain other items that are included in net income
determined in accordance with accounting principles generally
accepted in the United States of America. Lifestyle Media
segment profits include equity in earnings of affiliates. For a
reconciliation of this financial measure to operating income see
the table below.

For the Years Ended December 31,

Pro Forma

2007

2007

2006

2005

2004

2003

(Unaudited)

(Unaudited)

(In thousands)

Operating income

$

92,349

$

93,769

$

467,424

$

368,791

$

261,591

$

166,625

Equity in earnings of affiliates

17,603

17,603

13,378

11,120

10,329

9,333

Losses on disposal of property, plant and equipment

687

687

564

43



523

Impairment of goodwill and intangible assets

411,006

411,006









Depreciation

41,248

41,248

29,020

19,599

12,631

10,900

Amortization of intangible assets

45,446

45,446

41,685

17,614

968

2,226

Segment profit

$

608,339

$

609,759

$

552,071

$

417,167

$

285,519

$

189,607

(3)

The 2007 income from continuing operations includes impairment
charges to goodwill of $312,116 and other intangibles assets of
$98,890, relating to uSwitch.

(4)

The following acquisitions accounted for the increase in
operations and assets:

a.

2007- RecipeZaar.com, a user-generated recipe and community
site. Pickle.com, a Web site that enables users to easily
organize and share photos and videos from any camera or mobile
phone device.

b.

2006- uSwitch, a Web-based comparison shopping service that
helps consumers compare prices and arrange for the purchase of a
range of essential home services and personal finance products.

This discussion and analysis of financial condition and results
of operations is based upon the combined financial statements
and the notes thereto. You should read this discussion and
analysis in conjunction with those combined financial statements.

Forward-Looking
Statements

This discussion and the information contained in the notes to
the combined financial statements contain certain
forward-looking statements that are based on our current
expectations. Forward-looking statements are subject to certain
risks, trends and uncertainties that could cause actual results
to differ materially from the expectations expressed in the
forward-looking statements. Such risks, trends and
uncertainties, which in most instances are beyond our control,
include changes in advertising demand and other economic
conditions; consumers tastes; program costs; labor
relations; technological developments; competitive pressures;
interest rates; regulatory rulings; and reliance on third-party
vendors for various products and services. The words
believe, expect, anticipate,
estimate, intend and similar expressions
identify forward-looking statements. All forward-looking
statements, which are as of the date of this filing, should be
evaluated with the understanding of their inherent uncertainty.
We undertake no obligation to publicly update any
forward-looking statements to reflect events or circumstances
after the date the statement is made.

Executive
Overview

On October 16, 2007, The E. W. Scripps Company (E. W.
Scripps) announced that its Board of Directors unanimously
authorized management to pursue a plan to separate into two
publicly traded companies. The proposed separation will create a
new company, Scripps Networks Interactive, Inc. (Scripps
Networks Interactive), which will include
E.W. Scripps national lifestyle media brands (HGTV,
Food Network, DIY Network, Fine Living Network and Great
American Country and their category-leading Internet businesses)
and online comparison shopping services (Shopzilla and uSwitch
and their associated Web sites). E. W. Scripps will continue to
include the newspaper publishing, broadcast television,
licensing and syndication businesses, and the Scripps Media
Center in Washington, DC. The separation will allow the
management teams to focus on the respective opportunities for
each company and pursue specific growth and development
strategies that are based on the distinct characteristics of the
two companies local and national media businesses. The
transaction is expected to take the form of a tax-free dividend
of Scripps Networks Interactive shares to all E. W. Scripps
shareholders on a one-for-one basis. The separation is
contingent upon approval of the final plan by the board of
directors and the holders of E. W. Scripps Common Voting Shares
and the filing and effectiveness of this information statement
with the Securities and Exchange Commission.

Scripps Networks Interactive is a leading lifestyle content and
Internet search company with respected, high-profile television
and interactive brands. Our national television networks and
interactive services engage audiences and efficiently serve
advertisers by delivering entertaining and highly useful content
that focuses on specifically defined topics of interest.

Lifestyle Media continued to demonstrate industry-leading growth
in 2007. Revenues were up 13 percent year-over-year, led by
the continuing success of our flagship networks, HGTV and Food
Network, but also helped by double-digit revenue growth at our
three emerging networks. Ratings at HGTV in 2007 were the
highest ever as programming like House Hunters and
Designed to Sell continued to draw viewers, and the
network continues to attract audiences across key demographics.
At Food Network, ratings strengthened in the latter part of 2007
as programming targeted at younger viewers, such as Ace of
Cakes, attracted a growing audience. Our newer networks are
also demonstrating success as they continue to broaden their
distribution. DIY and FLN are pushing the

50-million
subscriber mark and GAC surpassed that mark during 2007. Our
branded Web sites are also helping us build a leading presence
on the Internet. FoodNetwork.com attracted a record
13 million unique visitors in December 2007, making it the
top Web site in the food and cooking category. We continue to
take steps to broaden our Internet presence, such as the
acquisition of RecipeZaar.com and the launch of FrontDoor.com.
Lifestyle Media continues to focus on driving ratings growth at
HGTV and Food Network through popular programming, expanding the
distribution of our emerging networks, broadening our
Internet-based offerings, and identifying opportunities to
extend our nationally recognized brands to create new revenue
streams.

In our Interactive Services division, we continue to adapt to a
changing competitive landscape that affected results throughout
2007. Falling energy prices in the United Kingdom resulted in
less switching activity and lower revenue at uSwitch during 2007
compared with previous years. While we have made efforts to grow
other service categories at uSwitch, including personal finance
and insurance products, our revenue remains concentrated in the
energy market. This concentration, combined with the changes in
the energy markets in the United Kingdom, led to lowered future
cash flow expectations for uSwitch, which resulted in a non-cash
impairment charge of $411 million in the fourth quarter. At
Shopzilla, we began to see improvement in the latter half of
2007, with revenue improving in the fourth quarter in comparison
with the same period a year ago. We are continuing our efforts
to become more efficient at acquiring paid traffic and
attracting free traffic to the site. During December 2007, we
topped 26 million visitors to the Shopzilla sites for the
first time. To enhance the customer experience at Shopzilla and
drive traffic to the site, we continue to focus on expanding the
amount and relevance of product information on the site. At
uSwitch, we have aligned costs with the current business
conditions to reduce the impact of the lower switching activity
experienced in recent periods.

Critical
Accounting Policies and Estimates

The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America (GAAP) requires us to make a variety of
decisions which affect reported amounts and related disclosures,
including the selection of appropriate accounting principles and
the assumptions on which to base accounting estimates. In
reaching such decisions, we apply judgment based on our
understanding and analysis of the relevant circumstances,
including our historical experience, actuarial studies and other
assumptions. We are committed to incorporating accounting
principles, assumptions and estimates that promote the
representational faithfulness, verifiability, neutrality and
transparency of the accounting information included in the
financial statements.

Note 2 to the Combined Financial Statements describes the
significant accounting policies we have selected for use in the
preparation of our financial statements and related disclosures.
We believe the following to be the most critical accounting
policies, estimates and assumptions affecting our reported
amounts and related disclosures.

Programs and Program Licenses  Production
costs for programs produced by us or for us are capitalized as
program assets. Such costs include direct costs, production
overhead, development costs and acquired production costs.
Capitalized program assets are amortized to expense over the
estimated useful lives of the programs based on expected future
cash flows. Estimated future cash flows can change based upon
market acceptance, advertising and network affiliate fee rates,
the number of cable and satellite television subscribers
receiving our networks and program usage. Accordingly, we
periodically review revenue estimates and planned usage and
revise our assumptions if necessary. If actual demand or market
conditions are less favorable than projected, a write-down to
fair value may be required. Development costs for programs that
we have determined will not be produced are written off.

Program licenses generally have fixed terms, limit the number of
times we can air the programs and require payments over the
terms of the licenses. Licensed program assets and liabilities
are recorded when the programs become available for broadcast.
Program licenses are amortized based upon expected cash flows
over the term of the license agreement.

The net realizable value of programs and program licenses is
reviewed for impairment using a day-part methodology. A day-part
is defined as an aggregation of programs broadcast during a
particular time of day or programs of a similar type. Our
day-parts are: early morning, daytime, late night, and primetime.

Estimated values are based upon assumptions about future demand
and market conditions. If actual demand or market conditions are
less favorable than our projections, programming cost
write-downs may be required.

Revenue Recognition  Revenue is recognized
when persuasive evidence of a sales arrangement exists, delivery
occurs or services are rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured. When a
sales arrangement contains multiple elements, such as the sale
of advertising and other services, revenue is allocated to each
element based upon its relative fair value. Revenue is reported
net of our remittance of sales taxes, value added taxes, and
other taxes collected from our customers.

We have revenue recognition policies for our operating segments
that are specific to the circumstances of each business. See
Note 2 to the Combined Financial Statements for a summary
of these revenue recognition policies.

Acquisitions  Financial Accounting Standards
No. (FAS) 141, Business Combinations,
requires assets acquired and liabilities assumed in a business
combination to be recorded at fair value. We generally determine
fair values using comparisons to market transactions and
discounted cash flow analyses. The use of a discounted cash flow
analysis requires significant judgment to estimate the future
cash flows derived from the asset and the expected period of
time over which those cash flows will occur and to determine an
appropriate discount rate. Changes in such estimates could
affect the amounts allocated to individual identifiable assets.
While we believe our assumptions are reasonable, if different
assumptions were made, the amount allocated to intangible assets
could differ substantially from the reported amounts.

Goodwill and Other Indefinite-Lived Intangible
Assets  FAS 142, Goodwill and Other
Intangible Assets, requires that goodwill for each reporting
unit be tested for impairment on an annual basis or when events
occur or circumstances change that would indicate the fair value
of a reporting unit could be below its carrying value. For
purposes of performing the impairment test for goodwill, our
reporting units are Lifestyle Media, Shopzilla and uSwitch. If
the fair value of the reporting unit is less than its carrying
value, an impairment loss is recorded to the extent that the
fair value of the goodwill within the reporting unit is less
than its carrying value.

FAS 142 also requires us to compare the fair value of each
indefinite-lived intangible asset to its carrying amount. If the
carrying amount of an indefinite-lived intangible asset exceeds
its fair value, an impairment loss is recognized.

To determine the fair value of our reporting units and
indefinite-lived intangible assets, we generally use market
data, appraised values and discounted cash flow analyses. The
use of a discounted cash flow analysis requires significant
judgment to estimate the future cash flows derived from the
asset or business and the period of time over which those cash
flows will occur and to determine an appropriate discount rate.
Changes in our estimates and projections or changes in our
established reporting units could materially affect the
determination of fair value for each reporting unit.

Our 2007 annual impairment analysis, which was performed during
the fourth quarter, resulted in a non-cash impairment charge of
$312 million to write-down the value of goodwill related to
our uSwitch business. The write-down is primarily attributed to
lower energy switching activity. Due to our high concentration
in the energy market, the decline in switching activity
adversely impacted our forecast of uSwitchs future results.

Finite-Lived Intangible Assets  In determining
whether finite-lived intangible assets (e.g., customer lists,
trade name, patents, technology, networks distribution
relationships) are impaired, FAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, does not
provide for an annual impairment test. Instead it requires that
a triggering event occur before testing an asset for impairment.
Such triggering events include the significant disposal of a
portion of such assets or the occurrence of an adverse change in
the market involving the business employing the related asset.
Once a triggering event has occurred, the impairment test
employed is based on whether the intent is to hold the asset for
continued use or to hold the asset for sale. If the intent is to
hold the asset for continued use, the impairment test first
requires a comparison of undiscounted future cash flows against
the carrying value of the asset. If the carrying value of such
asset exceeds the undiscounted cash flows, the asset would be
deemed to be impaired. Impairment would then be measured as the
difference between the fair value of the asset and its carrying
value. Fair value is generally determined by discounting the
future cash flows associated with that asset. If the intent is
to hold the asset for sale and certain other criteria are met
(e.g., the asset can be disposed of currently, appropriate
levels of authority have approved the sale or there is an
actively pursuing buyer), the

impairment test involves comparing the assets carrying
value to its fair value. To the extent the carrying value is
greater than the assets fair value, an impairment loss is
recognized for the difference.

Significant judgments in this area involve determining whether a
triggering event has occurred and the determination of the cash
flows for the assets involved and the discount rate to be
applied in determining fair value. Upon completing our
impairment test in the fourth quarter of 2007, we determined
that the carrying value of our uSwitch business exceeded its
fair value. Accordingly our 2007 results include a write down of
intangible assets totaling $99 million.

Income taxes  We account for uncertain tax
positions in accordance with Financial Accounting Standards
Board (the FASB) Interpretation No. 48
(FIN 48), Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement
No. 109. The application of income tax law is
inherently complex. As such, we are required to make many
assumptions and judgments regarding our income tax positions and
the likelihood of whether such tax positions would be sustained
if challenged. Interpretations and guidance surrounding income
tax laws and regulations change over time. As such, changes in
our assumptions and judgments can materially affect amounts
recognized in the combined financial statements.

We have deferred tax assets primarily related to state net
operating loss carryforwards and capital loss carryforwards. We
record a tax valuation allowance to reduce such deferred tax
assets to the amount that is more likely than not to be
realized. We consider ongoing prudent and feasible tax planning
strategies in assessing the need for a valuation allowance. In
the event we determine the deferred tax asset we would realize
would be greater or less than the net amount recorded, an
adjustment would be made to the tax provision in that period.

In 2007, we changed our estimate of the realizable value of
certain uSwitch deferred tax assets. Our tax provision was
increased $9.5 million. Modifications to our state tax
filing positions in certain jurisdictions and changes in our
estimates of unrealizable state operating loss carryforwards
reduced the tax provision $15.8 million in 2006.

Pension Plans  The measurement of our pension
obligations and related expense is dependent on a variety of
estimates, including: discount rates; expected long-term rate of
return on plan assets; expected increase in compensation levels;
and employee turnover, mortality and retirement ages. We review
these assumptions on an annual basis and make modifications to
the assumptions based on current rates and trends when
appropriate. In accordance with accounting principles generally
accepted in the United States of America, the effects of these
modifications are recorded currently or amortized over future
periods. We consider the most critical of our pension estimates
to be our discount rate and the expected long-term rate of
return on plan assets.

The discount rate used to determine our future pension
obligations is based upon a dedicated bond portfolio approach
that includes securities rated Aa or better with maturities
matching our expected benefit payments from the plans. The rate
is determined each year at the plan measurement date and affects
the succeeding years pension cost. At December 31,
2007, the discount rate was 6.25 percent as compared with
6.0 percent at December 31, 2006. Discount rates can
change from year to year based on economic conditions that
impact corporate bond yields. A decrease in the discount rate
increases pension expense. A 0.5 percent change in the
discount rate as of December 31, 2007, to either
5.75 percent or 6.75 percent, would increase or
decrease our pension obligations as of December 31, 2007,
by approximately $4 million and increase or decrease 2007
pension expense by approximately $2 million.

The expected long-term rate of return on plan assets is based
primarily upon the target asset allocation for plan assets and
capital markets forecasts for each asset class employed. Our
expected rate of return on plan assets also considers our
historical compound rate of return on plan assets for 10- and
15-year
periods. At December 31, 2007, the expected long-term rate
of return on plan assets was 8.25 percent. For the ten-year
period ended December 31, 2007, our actual compounded rate
of return was 8.0 percent. A decrease in the expected rate
of return on plan assets increases pension expense. A
0.5 percent change in the expected long-term rate of return
on plan assets, to either 7.75 percent or
8.75 percent, would increase or decrease our 2007 pension
expense by approximately $0.2 million.

We had cumulative unrecognized actuarial losses for our pension
plans of $21.0 million at December 31, 2007.
Unrealized actuarial gains and losses result from deferred
recognition of differences between our actuarial assumptions and
actual results. In 2007, we had an actuarial loss of
$17.5 million, primarily due to mortality

table, termination rates and retirement rates. The cumulative
unrecognized net loss is primarily due to declines in corporate
bond yields and the unfavorable performance of the equity
markets between 2000 and 2002. Amortization of unrecognized
actuarial losses may result in an increase in our pension
expense in future periods. Based on our current assumptions, we
anticipate that 2008 pension expense will include
$1.5 million in amortization of unrecognized actuarial
losses.

New
Accounting Pronouncements

As more fully described in Note 2 to the Combined Financial
Statements, we adopted FAS 123(R), Share-Based Payment
on January 1, 2006, FAS 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans  an amendment of FASB statements No. 87,
88, 106 and 132(R) effective December 31, 2006 and
FIN 48, Accounting for Uncertainty in Income Taxes
on January 1, 2007.

In September 2006, the FASB issued FAS 157, Fair Value
Measurements, which defines fair value, establishes a
framework for measuring fair value, and expands disclosures
about fair value measurements. The provisions of FAS 157
are effective as of the beginning of our 2008 fiscal year. We do
not expect a material impact to our combined financial
statements upon adoption.

In February 2007, the FASB issued Statement of Financial
Accounting Standards No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities  including
an amendment of FASB Statement No. 115 (FAS 159),
which permits entities to choose to measure many financial
instruments and certain other items at fair value. The
provisions of FAS 159 are effective as of the beginning of
our 2008 fiscal year. We do not expect a material impact to our
combined financial statements upon adoption.

In June 2007, the FASB ratified
EITF 06-11,Accounting for the Income Tax Benefits of Dividends on
Share-Based Payment Awards.
EITF 06-11
provides that tax benefits associated with dividends on
share-based payment awards be recorded as a component of
additional paid-in capital.
EITF 06-11
is effective, on a prospective basis, for fiscal years beginning
after December 15, 2007. We do not expect a material impact
to our combined financial statements upon adoption.

In December 2007, the FASB issued FAS 141(R), Business
Combinations, and FAS 160, Non-controlling Interests
in Consolidated Financial Statements. FAS 141(R)
provides guidance relating to recognition of assets acquired and
liabilities assumed in a business combination. FAS 160
provides guidance related to accounting for non-controlling
(minority) interests as equity in the consolidated financial
statements. FAS 141(R) and FAS 160 are effective for
fiscal years beginning after December 15, 2008. We are
currently evaluating the impact of these standards on the
combined financial statements.

Results
of Operations

The trends and underlying economic conditions affecting the
operating performance and future prospects differ for each of
our business segments. Accordingly, we believe the following
discussion of our combined results of operations should be read
in conjunction with the discussion of the operating performance
of our business segments that follows on pages 49 through
53.

Combined Results of Operations  Combined
results of operations were as follows:

For the Years Ended December 31,

2007

Change

2006

Change

2005

(In thousands)

Operating revenues

$

1,441,265

8.9

%

$

1,323,469

32.0

%

$

1,002,461

Costs and expenses

(849,109

)

8.2

%

(784,776

)

31.6

%

(596,414

)

Depreciation and amortization of intangibles

(86,694

)

22.6

%

(70,705

)

90.0

%

(37,213

)

Write down of uSwitch goodwill and intangible assets

(411,006

)





Losses on disposal of property, plant & equipment

(687

)

21.8

%

(564

)

(43

)

Operating income

93,769

(79.9

)%

467,424

26.7

%

368,791

Interest expense

(36,770

)

(32.0

)%

(54,045

)

46.2

%

(36,961

)

Equity in earnings of affiliates

17,603

31.6

%

13,378

20.3

%

11,120

Miscellaneous, net

3,951

696

(293

)

Income from continuing operations before income taxes and
minority interests

78,553

(81.6

)%

427,453

24.7

%

342,657

Provision for income taxes

126,387

4.6

%

120,877

7.6

%

112,346

Income (loss) from continuing operations before minority
interests

(47,834

)

306,576

33.1

%

230,311

Minority interests

82,534

13.4

%

72,796

33.7

%

54,431

Income (loss) from continuing operations

(130,368

)

233,780

32.9

%

175,880

Income (loss) from discontinued operations, net of tax

3,961

(41,856

)

(64.2

)%

(117,032

)

Net income (loss)

$

(126,407

)

$

191,924

$

58,848

Discontinued Operations  In accordance with
the provisions of FAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, the results of Shop at
Home are presented as discontinued operations.

Operating results for our discontinued operations were as
follows:

For the Years Ended December 31,

2007

2006

2005

(In thousands)

Operating revenues

$

1,323

$

168,183

$

359,256

Income (loss) from operations

$

1,146

$

(57,371

)

$

(141,427

)

Loss from divestiture

(255

)

(10,431

)



Income (loss) from discontinued operations before tax

891

(67,802

)

(141,427

)

Income taxes (benefit)

(3,070

)

(25,946

)

(24,395

)

Income (loss) from discontinued operations

$

3,961

$

(41,856

)

$

(117,032

)

On April 24, 2007, we closed the sale of the two Shop at
Home-affiliated stations located in Lawrence, MA and Bridgeport,
CT for a cash consideration of $61 million.

Operating results of our discontinued operations in 2005 include
a non-cash charge of $103.1 million to write-down Shop At
Homes goodwill and certain intangible assets.

Shop At Homes loss from operations in 2006 includes
$30.1 million of costs associated with employee termination
benefits, the termination of long-term agreements and charges to
write-down certain assets of the

network. The loss on divestiture in 2006 includes
$12.1 million of losses on the sale of property and other
assets to Jewelry Television.

The tax benefit that was recognized in 2007 is primarily
attributed to differences that were identified between our prior
year tax provision and tax returns.

Continuing
Operations

2007
compared with 2006

Operating revenues were up 8.9 percent in 2007 compared
with 2006. Increases in revenues at our national television
networks were partially offset by lower revenues in our online
comparison shopping businesses. Increases in advertising
revenues, both on television and the Internet, and higher
affiliate fee revenue contributed to the increase in revenues at
our Lifestyle Media division. Declines in revenues at our
Interactive Services businesses were primarily attributed to
reduced online energy switching activity at uSwitch and lower
referral fee revenue at Shopzilla.

Costs and expenses in 2007 were primarily impacted by the
expanded hours of original programming at our national networks
and costs related to the leadership transition at Shopzilla.

Depreciation incurred on capitalized software development costs
at our Interactive Services businesses contributed to the
increase in depreciation and amortization. Additionally, we
wrote down intangible assets $5.2 million as a result of
changes to the terms of a distribution agreement at our
Shopzilla business in 2007.

In conjunction with our annual impairment test of goodwill and
intangible assets, we determined that the carrying value of our
uSwitch business exceeded its fair value. Accordingly, our 2007
results include a write-down of goodwill and intangible assets
totaling $411 million.

Interest expense includes interest incurred on our outstanding
borrowings and deferred compensation and other employment
agreements. Interest incurred on our outstanding borrowings
decreased in 2007 due to lower average debt levels. The average
balance of outstanding borrowings was $649 million at an
average rate of 5.0 percent in 2007 and $946 million
at an average rate of 5.1 percent in 2006.

Our effective tax rate was 160.9 percent in 2007 and 28.3
percent in 2006. The comparability of the year-over-year
effective tax rate is affected by the write-off of uSwitch
non-deductible goodwill totaling $312 million.
Additionally, our effective income tax rate is affected by the
growing profitability of Food Network. Food Network is operated
pursuant to the terms of a general partnership, in which we own
an approximate 69 percent residual interest. Income taxes
on partnership income accrue to the individual partners. While
the income before income tax reported in our financial
statements includes all of the income before tax of the
partnership, our income tax provision does not include income
taxes on the portion of Food Network income that is attributable
to the non-controlling interest.

Minority interest increased year-over-year primarily due to the
increased profitability of the Food Network. Food Networks
profits are allocated in proportion to each partners
residual interests in the partnership, of which we own
approximately 69 percent.

2006
compared with 2005

The increase in operating revenues was primarily due to the
continued growth in advertising and network affiliate fee
revenues at our national television networks, the June 2005
acquisition of Shopzilla, and the March 2006 acquisition of
uSwitch. The growth in advertising revenues was primarily driven
by increased demand for advertising time and higher advertising
rates at our networks. The growth in affiliate fee revenues is
attributed to scheduled rate increases and wider distribution of
our networks.

Costs and expenses were primarily impacted by the expanded hours
of original programming and costs to promote our national
networks and the acquisitions of Shopzilla and uSwitch. In
addition, we adopted the requirements of FAS 123(R)
effective January 1, 2006, and began recording compensation
expense on stock options

Depreciation and amortization increased primarily as a result of
the acquisitions of Shopzilla and uSwitch.

Interest expense includes interest incurred on our outstanding
borrowings and deferred compensation and other employment
agreements. Interest incurred on our outstanding borrowings
increased in 2006 due to higher average debt levels attributed
to the Shopzilla and uSwitch acquisitions. In connection with
the June 2005 acquisition of Shopzilla, we issued
$150 million in
5-year notes
at a rate of 4.3 percent. We financed the remainder of the
Shopzilla and uSwitch transactions with commercial paper. The
average outstanding commercial paper balance in 2006 was
$349 million at an average rate of 5.0 percent
compared with $148 million at an average rate of
3.3 percent in 2005.

The effective tax rate was 28.3 percent in 2006 and 32.8 percent
in 2005. The effective tax rate is affected by the growing
profitability of Food Network and the portion of Food Network
income that is attributed to the non-controlling interest.
Income before income tax includes amounts attributed to the
non-controlling interest in Food Network of $72.9 million
in 2006 and $54.4 million in 2005.

Minority interest increased year-over-year primarily due to the
increased profitability of the Food Network.

Business
Segment Results

As discussed in Note 19 to the Combined Financial
Statements, our chief operating decision maker (as defined by
FAS 131, Segment Reporting) evaluates the operating
performance of our business segments using a measure we call
segment profit. Segment profit excludes interest, income taxes,
depreciation and amortization, divested operating units,
restructuring activities, investment results and certain other
items that are included in net income determined in accordance
with accounting principles generally accepted in the United
States of America.

Items excluded from segment profit generally result from
decisions made in prior periods or from decisions made by
corporate executives rather than the managers of the business
segments. Depreciation and amortization charges are the result
of decisions made in prior periods regarding the allocation of
resources and are therefore excluded from the measure.
Financing, tax structure and divestiture decisions are generally
made by corporate executives. Excluding these items from our
business segment performance measure enables us to evaluate
business segment operating performance based upon current
economic conditions and decisions made by the managers of those
business segments in the current period.

Information regarding the operating performance of our business
segments determined in accordance with FAS 131 and a
reconciliation of such information to the combined financial
statements is as follows:

For the Years Ended December 31,

(In thousands)

2007

Change

2006

Change

2005

Segment operating revenue:

Lifestyle Media

$

1,184,901

12.6

%

$

1,052,403

16.5

%

$

903,014

Interactive Services

256,364

(5.4

)%

271,066

99,447

Total operating revenue

1,441,265

8.9

%

1,323,469

32.0

%

1,002,461

Segment profit (loss):

Lifestyle Media

605,014

16.9

%

517,572

24.9

%

414,369

Interactive Services

39,751

(41.3

)%

67,688

27,980

Corporate

(35,006

)

5.5

%

(33,189

)

31.8

%

(25,182

)

Depreciation and amortization of intangibles

(86,694

)

22.6

%

(70,705

)

90.0

%

(37,213

)

Write down of uSwitch goodwill and intangible assets

(411,006

)





Interest expense

(36,770

)

(32.0

)%

(54,045

)

46.2

%

(36,961

)

Loss on the disposal of property, plant and equipment

(687

)

21.8

%

(564

)

(43

)

Miscellaneous, net

3,951

696

(293

)

Income from continuing operations before income taxes and
minority interest

$

78,553

(81.6

)%

$

427,453

24.7

%

$

342,657

Lifestyle Media  Lifestyle Media includes five
national television networks and their affiliated Web sites,
HGTV, Food Network, DIY Network (DIY), Fine Living,
and Great American Country (GAC); and our
7.25 percent interest in FOX-BRV Southern Sports Holdings,
LLC which comprises the Sports South and Fox Sports Net South
regional television networks. Our networks also operate
internationally through licensing agreements and joint ventures
with foreign entities.

Advertising and network affiliate fees provide substantially all
of each networks operating revenues and employee costs and
programming costs are the primary expenses. The demand for
national television advertising is the primary economic factor
that impacts the operating performance of our networks.

Business acquisitions and other additions to long lived assets,
primarily program assets

317,566

286,130

210,219

Advertising revenues increased primarily due to an increased
demand for advertising time and higher advertising rates at our
networks. Improved ratings and viewership, particularly at HGTV,
and strong pricing in the scatter advertising market contributed
to the increases in advertising revenues.

Distribution agreements with cable and satellite television
systems currently in force require the payment of affiliate fees
over the terms of the agreements. The increase in network
affiliate fees over each of the last three years reflects both
scheduled rate increases and wider distribution of the networks.

On December 31, 2006, HGTVs affiliation agreements
with Time Warner and Comcast expired. During 2007, we entered
into new long-term affiliation agreements with both of these
providers which secured distribution to approximately
42 percent of HGTVs subscribers.

We continue to successfully develop our network brands on the
Internet and through merchandise sales. Our Internet sites had
revenues of $74.0 million in 2007, $57.0 million in
2006, and $36.0 million in 2005. In the third quarter of
2007, Kohls began selling a Food Network branded line of
home goods.

Employee compensation and benefits increased primarily due to
the hiring of additional employees to support the growth of
Lifestyle Media. In addition, the expensing of stock options
starting in 2006 increased employee compensation and benefits
$4.0 million in 2007 and $3.5 million in 2006 as
compared with 2005.

Programs and program licenses increased due to the improved
quality and variety of programming, and expanded programming
hours.

Capital expenditures in 2007 and 2006 include the costs related
to the expansion of the Lifestyle Media headquarters in
Knoxville. Capital expenditures in 2005 include the costs of
upgrading our broadcast operations.

Approximately 100 million homes in the United States
receive cable or satellite television. Homes reached are
according to the Nielsen Homevideo Index (Nielsen),
with the exception of Fine Living which is not yet rated by
Nielsen and represent comparable amounts estimated by us.

Shopzilla, acquired on June 27, 2005, operates a product
comparison shopping service that helps consumers find products
offered for sale on the Web by online retailers. Shopzilla
aggregates and organizes information on millions of products
from thousands of retailers. Shopzilla also operates BizRate, a
Web-based consumer feedback network that collects millions of
consumer reviews of stores and products each year.

We acquired uSwitch on March 16, 2006. uSwitch operates an
online comparison service that helps consumers compare prices
and arrange for the purchase of a range of essential home
services including gas, electricity, home phone, broadband
providers, auto insurance and personal finance products
primarily in the United Kingdom.

On a pro forma basis, assuming we had owned Shopzilla and
uSwitch for all of 2006 and 2005, operating revenues would have
been $281.3 million in 2006 and $180.1 million in
2005. Operating revenues in 2007 were affected by changing
market conditions within these businesses. Lower energy prices
in the United Kingdom have resulted in lower switching activity
and revenue at uSwitch, and increased competition in comparison
shopping has made it more costly to acquire and monetize traffic
at Shopzilla.

At uSwitch, we are continuing our efforts to grow revenues from
service categories other than energy. Excluding energy related
switches, other switching revenues are up nearly 27 percent
in 2007 compared with 2006. Despite these efforts to grow our
other service offerings, uSwitchs revenues continue to be
highly concentrated in energy related switches. Approximately
63 percent of uSwitchs revenues were derived from
energy related switches in 2007. Due primarily to the general
decline in the energy switching activity at uSwitch and the
negative impact this decline is expected to have on
uSwitchs future results, we recorded a non-cash charge in
2007 of $411 million to write-down uSwitchs goodwill
and intangible assets.

Our strategy at uSwitch going forward is to continue to align
costs with the current market conditions we are experiencing and
continue to diversify the business to reduce its dependence on
energy switching.

In the latter half of 2007, we began to see improvement at
Shopzilla. Revenue in the fourth quarter of 2007 increased
slightly compared with the fourth quarter of 2006 primarily due
to traffic acquisition efficiencies. In addition,
Shopzillas Web sites continue to rank in the top 10 of all
U.S. retail Web properties.

Segment profit in 2007 was impacted by $10 million of costs
that were incurred in the first quarter to build brand awareness
for uSwitch and $7 million of costs incurred related to a
management transition at Shopzilla.

Capital expenditures in 2007 and 2006 primarily relate to
capitalized software development costs.

Liquidity
and Capital Resources

Our primary source of liquidity is our cash flow from operating
activities. Marketing services, including advertising and
referral fees, provide approximately 80 percent of total
operating revenues, so cash flow from operating activities is
adversely affected during recessionary periods. Information
about our use of cash flow from operating activities is
presented in the following table:

For the Years Ended December 31,

2007

2006

2005

(In thousands)

Net cash provided by continuing operating activities

$

383,221

$

293,143

$

166,684

Net cash provided by (used in) discontinued operations

44,225

95,218

(22,240

)

Distributions paid to minority interest

(62,968

)

(38,157

)

(29,042

)

Change in parent company investment, net

(3,557

)

136,517

148,234

Cash flow available for acquisitions, investments and debt
repayment

$

360,921

$

486,721

$

263,636

Sources and uses of available cash flow:

Business acquisitions

$

(29,880

)

$

(372,157

)

$

(522,786

)

Capital expenditure

(73,093

)

(40,417

)

(29,026

)

Other investing activity

(242

)

(98

)

(243

)

(Decrease) increase in long term debt

(261,282

)

(59,611

)

293,959

Our cash flow has been used primarily to fund acquisitions and
investments, develop new businesses, and repay debt. Net cash
provided by operating activities has increased year-over-year
due to the improved operating performance of our business
segments.

In July 2007, we reached agreements to acquire the Web sites
RecipeZaar.com and Pickle.com for total cash consideration of
approximately $30 million.

On April 24, 2007, we closed the sale for the two Shop At
Home-affiliated stations located in Lawrence, MA, and
Bridgeport, CT, which provided cash consideration of
approximately $61 million.

In 2006, we closed the sale of the Shop At Home-affiliated
stations located in San Francisco, CA, Canton, OH and
Wilson, NC for cash consideration of $109 million.

In 2006, we sold certain assets of our Shop At Home business for
cash consideration of approximately $17 million. Cash
expenditures associated with the termination of long-term
agreements and employee termination benefits at Shop At Home
totaled approximately $15 million in 2006.

In March 2006, we acquired 100 percent of the common stock
of uSwitch for approximately $372 million, net of cash and
short-term investments acquired.

On June 27, 2005, we acquired 100 percent ownership of
Shopzilla for approximately $570 million in cash. Assets
acquired in the transaction included approximately
$34 million of cash and $12 million of short-term
investments. The acquisition was financed using a combination of
cash on hand and additional borrowings.

Pursuant to the terms of the Food Network general partnership
agreement, the partnership is required to distribute available
cash to the general partners. Cash distributions to Food
Networks non-controlling interests were $63.0 million
in 2007, $38.2 million in 2006 and $29.0 million in
2005.

The following table provides a summary of our contractual cash
commitments as of December 31, 2007 is as follows:

Less than

Years

Years

Over

1 Year

2 & 3

4 & 5

5 Years

Total

(In thousands)

Long-term debt:

Principal amounts(1)

$

40,000

$

199,100

$

264,959

$



$

504,059

Interest on notes

23,243

40,019

17,929



81,191

Network launch incentives:

Network launch incentive offers accepted

4,616

6,738





11,354

Incentives offered to cable television systems

2,574

6,599

1,091



10,264

Programming:

Available for broadcast

16,555







16,555

Not yet available for broadcast

75,132

37,080

353



112,565

Employee compensation and benefits:

Deferred compensation and benefits

940

1,880

1,880

15,010

19,710

Employment and talent contracts

22,157

9,239





31,396

Operating leases:

Non-cancelable

15,021

29,845

26,839

63,595

135,300

Cancelable

248

123

6,116

1,730

8,217

Pension obligations:

Minimum pension funding

912

1,805

1,678

7,448

11,843

Other commitments:

Distribution agreements

1,573

3,289

3,420

3,049

11,331

Satellite transmission

5,460

10,380

8,160

27,880

51,880

Non-cancelable purchase and service commitments

8,397

1,372

31



9,800

Other purchase and service commitments

26,242

20,197

2,552



48,991

Total contractual cash obligations

$

243,070

$

367,666

$

335,008

$

118,712

$

1,064,456

(1)

The long-term debt obligations above reflect our historical debt
level, which is not representative of the debt repayment that
will be due under our anticipated indebtedness of
$375 million. We will describe the terms of the new credit
facilities once we have negotiated the terms with the lenders
under the bank facility.

In the ordinary course of business we enter into long-term
contracts to obtain distribution of our networks, to license or
produce programming, to secure on-air talent, to lease office
space and equipment, to obtain satellite transmission rights,
and to purchase other goods and services.

Long-Term Debt  Principal payments on
long-term debt reflect the repayment of our fixed-rate notes in
accordance with their contractual due dates. Principal payments
also include the repayment of our outstanding variable rate
credit facilities assuming repayment will occur upon the
expiration of the facility in June 2011.

Interest payments on our fixed-rate notes are projected based on
each notes contractual rate and maturity. Interest
payments on our variable-rate credit facilities assume that the
outstanding balance on the facilities and the related variable
interest rates remain unchanged until the expiration of the
facilities in June 2011.

Network Launch Incentives  We may offer
incentives to cable and satellite television systems in exchange
for long-term contracts to distribute our networks. Such
incentives may be in the form of cash payments or an initial

period in which the payment of affiliate fees is waived. We
become obligated for such incentives at the time a cable or
satellite television system launches our programming.

Amounts included in the above table for network launch incentive
offers accepted by cable and satellite television systems
include both amounts due to systems that have launched our
networks and estimated incentives due to systems that have
agreed to launch our networks in future periods.

We have offered launch incentives to cable and satellite
television systems that have not yet agreed to carry our
networks. Such offers generally expire if the system does not
launch our programming by a specified date. We expect to make
additional launch incentive offers to cable and satellite
television systems to expand the distribution of our networks.

Programming  Program licenses generally
require payments over the terms of the licenses. Licensed
programming includes both programs that have been delivered and
are available for telecast and programs that have not yet been
produced. If the programs are not produced, our commitments
would generally expire without obligation.

We also enter into contracts with certain independent producers
for the production of programming that airs on Scripps Networks.
Production contracts generally require us to purchase a
specified number of episodes of the program.

We expect to enter into additional program licenses and
production contracts to meet our future programming needs.

Talent Contracts  We secure on-air talent for
Scripps Networks through multi-year talent agreements. Certain
agreements may be terminated under certain circumstances or at
certain dates prior to expiration. We expect our employment and
talent contracts will be renewed or replaced with similar
agreements upon their expiration. Amounts due under the
contracts, assuming the contracts are not terminated prior to
their expiration, are included in the contractual commitments
table.

Operating Leases  We obtain certain office
space under multi-year lease agreements. Leases for office space
are generally not cancelable prior to their expiration. Leases
for operating and office equipment are generally cancelable by
either party on 30 to 90 day notice. However, we expect
such contracts will remain in force throughout the terms of the
leases. The amounts included in the table above represent the
amounts due under the agreements assuming the agreements are not
canceled prior to their expiration.

We expect our operating leases will be renewed or replaced with
similar agreements upon their expiration.

Estimated payments for the SERP plan have been estimated over a
ten-year period. Accordingly, the amounts in the over
5 years column include estimated payments for the periods
of
2013-2017.
While benefit payments under these plans are expected to
continue beyond 2017, we believe it is not practicable to
estimate payments beyond this period.

Income Tax Obligations  The Contractual
Obligations table does not include any reserves for income taxes
recognized under FIN 48 due to the fact that we are unable
to reasonably predict the ultimate amount or timing of
settlement of our reserves for income taxes. As of
December 31, 2007, our reserves for income taxes totaled
$37.8 million which is reflected as an other long-term
liability in our consolidated balance sheets. (See Note 7
to the Consolidated Financial Statements for additional
information on Income Taxes).

Purchase Commitments  We obtain satellite
transmission, audience ratings, market research and certain
other services under multiyear agreements. These agreements are
generally not cancelable prior to expiration of the service
agreement. We expect such agreements will be renewed or replaced
with similar agreements upon their expiration.

We may also enter into contracts with certain vendors and
suppliers. These contracts typically do not require the purchase
of fixed or minimum quantities and generally may be terminated
at any time without penalty.

Included in the table of contractual commitments are purchase
orders placed as of December 31, 2007. Purchase orders
placed with vendors, including those with whom we maintain
contractual relationships, are generally cancelable prior to
shipment. While these vendor agreements do not require us to
purchase a minimum quantity of goods or services, and we may
generally cancel orders prior to shipment, we expect
expenditures for goods and services in future periods will
approximate those in prior years.

Quantitative
and Qualitative Disclosures about Market Risk

Earnings and cash flow can be affected by, among other things,
economic conditions, interest rate changes, and foreign currency
fluctuations.

In connection with the separation, Scripps Networks Interactive
intends to incur approximately $375 million of
variable-rate debt. Each quarter point change in interest rates
would result in a $0.9 million change in annual interest
expense.

Our primary exposure to foreign currencies is the exchange rates
between the U.S. dollar and the British pound and the Euro.
Reported earnings and assets may be reduced in periods in which
the U.S. dollar increases in value relative to those currencies.
Included in shareholders equity is $55.0 million of
foreign currency translation adjustment gains resulting
primarily from the devaluation of the U.S. dollar relative to
the British pound since our acquisition of uSwitch in March 2006.

Our objective in managing exposure to foreign currency
fluctuations is to reduce volatility of earnings and cash flow.
Accordingly, we may enter into foreign currency derivative
instruments that change in value as foreign exchange rates
change, such as foreign currency forward contracts or foreign
currency options. We held no foreign currency derivative
financial instruments at December 31, 2007.

Scripps Networks Interactive is a leading lifestyle content and
interactive services company with respected, high-profile
television and interactive brands. Our national television
networks and interactive services engage audiences and
efficiently serve advertisers by delivering entertaining and
highly useful content that focuses on specifically defined
topics of interest.

We manage our operations through two reportable operating
segments: (i) Lifestyle Media (formerly Scripps Networks),
which includes HGTV, Food Network, DIY Network
(DIY), Fine Living, Great American Country
(GAC), a minority interest in Fox-BRV Southern
Sports Holdings LLC, and Internet-based businesses, including
RecipeZaar.com, HGTVPro.com and FrontDoor.com, that are
associated with the aforementioned television brands; and
(ii) Interactive Services (formerly Scripps Interactive
Media), which includes online comparison shopping and consumer
information services, Shopzilla, BizRate and uSwitch.

Our Lifestyle Media segment derives revenue principally from
advertising sales, affiliate fees and ancillary sales, including
the sale and licensing of consumer products. Revenues from the
Interactive Services segment are generated primarily from
referral fees and commissions paid by merchants and service
providers for online leads generated by the companys
comparison shopping Web sites. Revenues from the Lifestyle Media
segment accounted for 83 percent, 80 percent and
90 percent of our consolidated revenues for 2007, 2006 and
2005, respectively, and revenues from the Interactive Services
segment accounted for 17 percent, 20 percent and
10 percent of our consolidated revenues for those periods,
respectively.

We seek to engage audiences that are highly desirable to
advertisers with entertaining and informative lifestyle content
that is produced for television, the Internet and any other
media platforms consumers choose. We intend to expand and
enhance our Lifestyle Media brands through the creation of
popular new programming and content, the use of new distribution
platforms, such as high definition television channels, mobile
phones and
video-on-demand,
and the licensing and sale of branded consumer products. We are
particularly focused on the internal development and acquisition
of interactive, digital media brands that are related to the
lifestyle content categories popularized by our television
networks and associated Internet enterprises. At our Interactive
Services businesses, we aggregate large audiences on the
Internet by organizing searchable and highly useful consumer
information. We intend to enhance our Interactive Services
businesses by improving the overall search capabilities of our
Web sites, diversifying sources of revenue, increasing the
volume of user-generated consumer information and developing new
international and domestic markets.

Our
Competitive Strengths

A
leading food, shelter and lifestyle media company, with
nationally recognized brands that are attractive to
advertisers

Scripps Networks Interactive has the largest collection of
programming directed at the food, shelter and lifestyle
categories. Our national television networks reach more than
96 million U.S. households, and our brands appeal to a
demographic audience sought after by advertisers. Scripps
Networks Interactives broad distribution to specialized
audiences and our focus on connecting with our audiences make
our networks an attractive vehicle for advertisers.

A
strong connection with audiences and a proven ability to create
new popular programming to add to an already valuable
entertainment library

We have a strong understanding of our audiences, which enhances
our ability to develop original and creative programming. The
programming covers a broad spectrum and appeals to a variety of
audiences, with new series continually being developed and
debuted throughout the year. As a result of our capabilities in
program development, we believe we have assembled a library with
significant future revenue potential.

Our national television networks provide a strong foundation for
the Lifestyle Media business through an existing customer base
and brand recognition from which to build additional media
platforms and revenue sources. The Lifestyle Media segment
operates a number of Web sites in the food and shelter category,
which collectively attracted over 21 million unique
visitors in December 2007. We continue to expand our online
presence through the acquisition and launch of complementary
sites that include broadband content, social networking and
video-on-demand
offerings across our properties. Our portfolio of Web-based
media is the leader in the food and shelter categories.

A
secure distribution platform

Our programming services are made available to consumers through
affiliation agreements with cable and satellite television
system operators. The agreements are generally long-term and
provide for built-in rate increases and protected distribution.
We believe that our strong relationships with affiliates, the
quality and popularity of our networks and our ability to create
new programming that is appealing to viewers have enabled us to
renew existing affiliation agreements and obtain new
distribution for existing networks.

Proprietary
technology for retrieving, organizing and presenting information
in the comparison shopping space

Our Interactive Services businesses present consumers with
information on a comprehensive array of products and services
available for purchase on the Internet. We continuously update
our proprietary technology and associated Web sites so that
consumers can easily find and compare data on the specific
products and services they are seeking. Our search technology
generates useful content that gives consumers the ability to
make quick, informed purchasing decisions. We believe the
proprietary nature of our search algorithms and our ability to
improve comparison shopping search technologies provides us with
a competitive market advantage.

Attractive
pricing model for advertisers and merchants

Our online price comparison shopping services provide
participating advertising merchants with an efficient
cost-per-click
pricing structure that allows them to accurately evaluate the
return on investment they earn on the money they spend to
utilize our services. We believe our proprietary, automated
services to advertising merchants and service providers,
including real-time reporting systems, provides our comparison
shopping services with a competitive advantage over more
traditional advertising models.

Solid
financial profile

We have a balanced portfolio of high-margin national television
networks and fast-growing internet assets, providing the
potential for substantial revenue and operating income growth.
Additionally, we believe our strong balance sheet and free cash
flow will give us the ability to fund investments in both
organic and acquisition-based growth opportunities.

An
experienced management team

Scripps Networks Interactive will be led by a management team
that has demonstrated the expertise and vision to capitalize on
its current operational strengths and strategically invest in
new businesses that complement its existing portfolio of
businesses. The management team consists of leaders in the media
industry with established track records of success.

Our
Strategy

Our mission is to be the leading lifestyle content media company
with
best-in-class
brands that spread across multiple consumer-focused media
platforms. We plan to achieve this by enhancing and extending
our existing

brands across multiple media platforms, developing new brands to
be utilized in a multiplatform strategy and being focused on the
consumer experience in all aspects of our business. More
specifically, we intend to do the following:

Enhance
and extend existing Lifestyle Media brands

We will continue investing in programming to increase the
popularity and distribution of our existing brands and to
continually improve the content library to be used on other
platforms. These investments will allow us to grow our audience
base and advertising revenue streams. Additionally, we expect to
extend our brands through new channels such as the licensing and
sale of branded consumer products.

Expand
our growing multiplatform presence and develop new
brands

We expect to continue to take advantage of emerging technology
and consumer preferences by distributing our brands and related
content across a variety of new distribution channels, including
high-definition programming, mobile devices and
video-on-demand.
As part of this expansion, we expect to demonstrate organic
growth and look for strategic partnerships and acquisitions that
fit with our existing brand portfolio.

Continuously
improve the online shopping experience for
consumers

We plan to continuously improve the customer experience and
build brand loyalty by enhancing the speed and accuracy of
search results, refining and updating the respective user
interfaces of our Web sites and increasing the range of
information presented to help consumers make better educated
purchasing decisions. We believe this will allow us to grow our
presence in the markets in which we currently operate and
provide us with a foundation to continually evaluate expansion
into additional markets.

Broaden
Interactive Services through geographic and product
diversity

We plan to continue growth of our Interactive Services
businesses in promising international markets, with an immediate
focus on online comparison shopping for retail products in the
United Kingdom, France and Germany. In the United Kingdom, we
also plan to accelerate expansion of our uSwitch subsidiary into
a wider range of service categories, with an immediate focus on
price comparison and switching services for auto insurance and
personal finance products.

Build
on status as one of top companies on the Web

We plan to continue to invest in Web-based technologies both
internally and through acquisition to develop user-centric
applications and communities online. Ours is a consumer-focused
strategy intending to increase
user-generated
content and engage users through multimedia experiences and
useful and entertaining content. These initiatives should
increase traffic to our Web sites and create additional
advertising revenue streams.

Business
Segments

LIFESTYLE
MEDIA

Our Lifestyle Media businesses own and operate national
television programming services, Internet businesses and other
electronic content services primarily in the United States. The
segment generates revenue principally from the sale of
advertising time on national television networks and associated
interactive media platforms and from affiliate fees paid by
cable television operators,
direct-to-home
satellite services and other distributors that carry our network
programming. In 2007, revenues from advertising sales and
affiliate fees were approximately 80 percent and
20 percent, respectively, of total revenue for the
Lifestyle Media segment. Our Lifestyle Media segment also
derives revenue from the licensing of its content to third
parties, primarily in international markets, and the licensing
of its brands for consumer products such as books and
kitchenware.

The advertising revenue generated by our national television
networks depends on the number of households subscribing to each
service and on viewership ratings as determined by Nielsen Media
Research and other third party research companies.

HGTV and Food Network and their targeted food and shelter
programming categories appeal strongly to women viewers with
higher incomes in the 18 to 49 age range, an audience
demographic that is highly valued by advertisers. GAC also
appeals to women viewers, while DIY typically has a higher
percentage of adult male viewers. Fine Living is not yet a rated
programming service, but is intended to appeal to both higher
income men and women. Our advertising revenue is typically
highest in the fourth quarter. Advertising revenue can fluctuate
relative to the popularity of specific programs and blocks of
programming during defined periods of the day.

Affiliate fee revenues are negotiated with individual cable
television and direct to home satellite operators and other
distributors. The negotiations typically result in multi-year
carriage agreements with scheduled, graduated rate increases. As
an incentive to obtain long-term distribution agreements for its
newer networks, we may make cash payments to cable and direct to
home satellite operators, provide an initial period during which
a distributors affiliate fee payments are waived, or both.
The amount of the fee we receive can be determined by the number
of subscribers with access to our network programming and the
ratings success of the programming.

Lifestyle Media Web sites and other interactive businesses are
making an increasingly important contribution to the
segments operating results. Accordingly, we are developing
and acquiring interactive businesses that are intended to
diversify sources of revenue and enhance our competitive
advantage as a leading provider of food, shelter and lifestyle
content. Revenue generated by Lifestyle Media interactive
businesses is derived primarily from the sale of display and
banner advertising and sponsorships.

Lifestyle Media operates nine Web sites, including
FoodNetwork.com, HGTV.com, DIYNetwork.com, FineLiving.com and
GACTV.com, all of which serve as home Web sites for the
segments television programming networks. The
segments network-branded Web sites also provide
informational and instructional content on specific topics
within their broader lifestyle content categories. Such features
as HGTV KitchenDesign, HGTV BathDesign, HGTV Simply Quilts,
DIY Automotive, DIY Crafts, DIY Gardening, DIY Home Improvement,
DIY Woodworking and GAC Still Rollin are
intended to aggregate engaged audiences with interests in
specific lifestyle topics. All of the segments interactive
services benefit from archived television network programming
that is 95 percent owned by the company. Our ownership of
programming enables us to efficiently and economically repurpose
it for use on our Internet and other interactive distribution
channels, including mobile and
video-on-demand.

Other digital services operated by the Lifestyle Media segment
include HGTVPro.com, which appeals to construction professionals
and advanced do-it-yourself enthusiasts; RecipeZaar.com, a
recipe-sharing social networking Web site; and FrontDoor.com, a
local real estate search and consumer information site.
Lifestyle Media interactive businesses accounted for about six
percent of the segments total revenue in 2007. The
strategic focus at our interactive businesses is to increase the
number of page views and video plays and attract more unique
visitors to our Web sites.

In anticipation of broad consumer acceptance of high definition
television, the company is developing an increasing amount of
original programming in high-definition format. Lifestyle Media
has launched two high definition channels, HGTV-HD and Food
Network-HD, which are distributed by cable television and
direct-to-home
satellite system operators.

HGTV

HGTV is Americas leader in home and lifestyle television
programming and is one of cable and satellite televisions
top-rated networks. HGTV reaches about 96 million domestic
households via cable and direct satellite television services.
The networks companion Web site is one of the
nations leading online home and garden destinations,
attracting an average of about 5 million unique visitors
per month. HGTV owns 33 percent of HGTV Canada. The
networks programming also can be seen in 47 other
countries. The company owns 100 percent of HGTV.

HGTV television programming and Internet content commands an
audience interested specifically in home and shelter-related
topics. HGTV is televisions only network dedicated solely
to such topics as decorating, interior design, home remodeling,
home improvement, landscape design and real estate. HGTV strives
to engage audiences by creating original programming that is
entertaining, instructional and informative.

Programming highlights in 2007 included HGTV Design Star,
Designed to Sell, House Hunters, My House is Worth What?, My
First Place and Spice Up My Kitchen. The network also
has developed successful programming events, including the
HGTV Dream Home Giveaway and HGTV Green Home Giveaway and
annual live coverage of the Rose Bowl Parade.

HGTV reached approximately 96 million U.S. television
households as of December 31, 2007. HGTV Design Star
was the networks highest rated program in 2007,
attracting about 45 million viewers over a six-week period.

FOOD
NETWORK

Food Network is a leading cable and satellite television network
that has defined the television food genre. The network engages
viewers with likable hosts and personalities who explore
interesting and different ways to approach food and food-related
topics. Food Network is available in 96 million
U.S. television households and its programming can be seen
internationally in 191 countries and territories. The
networks Web site, FoodNetwork.com, consistently ranks as
Americas top food and cooking Internet destination, with
an average of about 9 million unique visitors per month.
The company owns approximately 69 percent of the Food
Network and is the managing partner. The Tribune Company has a
minority interest of approximately 31 percent in Food
Network.

Programming highlights in 2007 included Next Food Network
Star, Ace of Cakes, Iron Chef America, Diners, Drive-ins and
Dives and Food Network Challenge. Many of the
programs on Food Network feature or are hosted by high-profile
television personalities such as Rachael Ray, Giada De
Laurentiis, Alton Brown and Paula Deen.

Food Network reached approximately 96 million
U.S. television households as of December 31, 2007.
Next Food Network Star was the networks highest
rated program in 2007, attracting an average 1.7 million
viewers an episode.

DIY
NETWORK (DIY)

DIY is Americas only television network and Web site
dedicated solely to presenting entertaining and informational
programming and content across a broad range of do-it-yourself
categories including home building; home improvement; automotive
restoration and repair; crafts; gardening; landscaping, hobbies
and woodworking. The network is available in approximately
48 million U.S. households via cable and direct
satellite television services. DIY programming also is
distributed internationally in 28 countries and territories. The
television networks companion Web site 
DIYNetwork.com  consistently ranks among
Americas top fifteen home and garden Internet destinations
with an average of about 3 million unique visitors per
month. The Web site features
step-by-step
instructions for the networks on-air programming. The
company owns 100 percent of DIY. Programming highlights in
2007 at DIY included Ask This Old House, Bob Vilas Home
Again, DIY to the Rescue, New Yankee Workshop, The Carol
Duval Show, Man Caves and This Old House. The network also
has developed successful quarterly events including Blog
Cabin, DIYs Great Garage Giveaway and DIYs
Kitchen and Bath Giveaway.

FINE
LIVING

Fine Living is the first television programming service in the
U.S. that was created to provide entertaining and
informative content to viewers who are interested in quality
lifestyle experiences. One of Americas fastest growing
emerging television networks, Fine Living is available in about
50 million households. Original television programming and
Internet content categories include adventure, weekend escapes,
smart shopping, real estate, buyers guides, design and
food and drink. Fine Living programming also can be seen
internationally in 84 countries and territories. Programming
highlights in 2007 included The Martha Stewart Show, Real
Estate Confidential, What You Get for Your Money and I
Want That. The company owns approximately 90 percent of
Fine Living.

GAC is Americas television and online destination for a
pure country music experience. Distributed in the U.S. via
cable and direct satellite television services, the network
reaches about 53 million households with original
programming, special musical performances and live concerts. GAC
also is the exclusive television home of the Grand Ole Opry. The
network operates a companion Web site, GACTV.com. The company
owns 100 percent of GAC. The network differentiates itself
as televisions only pure country music destination. GAC
programming includes music videos by notable country music
artists, hosted interviews, industry news, live concerts and
other original content relevant to country music and the
genres fans. Programming highlights in 2007 included
Opry Live, Top 20 Country Countdown, The Edge of Country
and GAC Nights.

HGTVPro.com

HGTVPro.com is a video-rich interactive service delivered via
the Internet which appeals to professional builders, remodelers
and contractors. Content includes professional-level best
practices, tips and techniques, new product information and
industry trends. HGTVPro.com attracts about 1 million
unique visitors per month. HGTVPro.com is an authoritative
source of information on the Internet for home construction
professionals and advanced do-it-your self, home-improvement
enthusiasts. The Web site features original video content,
industry news and detailed tips and instructions on a wide
variety of home construction topics.

RECIPEZAAR.com

RecipeZaar.com is a leading user-generated recipe and community
Internet site featuring more than 230,000 recipes.
RecipeZaar.com provides food enthusiasts with a browsing tool,
search capabilities and personalized features. Recipezaar, one
of the Internets top 10 food and cooking category sites,
attracts about 4 million unique visitors per month.
RecipeZaar.com aggregates an audience on the Internet by
creating an engaged community of food enthusiasts interested in
home recipes, menu planning and other food-related topics. The
social-networking
Web site features volumes of user-generated content, including
recipes, photos, menus and reviews.

FRONTDOOR.com

FrontDoor.com is an online real estate listing service that
provides localized, in-depth information on homes in
neighborhoods and communities across the U.S. The
interactive service provides consumers with original video
content, financial tools and calculators. FrontDoor.com is a
comprehensive resource on the Internet for home buyers and home
sellers. The Web site features searchable national real estate
listings, video of featured properties for sale, buyers
and sellers guides, calculators and other tools, and a
library of video content on real estate-related topics.

INTERACTIVE
SERVICES

Our Interactive Services segment owns and operates
Internet-based businesses that strive to simplify online
shopping for consumers by aggregating, organizing, ranking and
displaying relevant and searchable consumer information.
Consumers who use our Interactive Services Web sites are
presented with easy-to-use search results generated from
continuously growing databases of information on a wide range of
products and services that are offered for sale on the Internet
by third-party retailers and service providers.

Our Interactive Services businesses operate principally in the
United States, the United Kingdom, France and Germany.

The segments businesses strive to help online consumers
make educated purchasing decisions by ranking products and
services on such factors as comparative pricing, availability,
quality and reliability. The quality and reliability of
individual online merchants and service providers are ranked
based on the collective, shared experiences of consumers using
the segments Web sites. Users also are presented with
supporting consumer news and information, user-generated and
professional product reviews, calculators and other tools that
are intended to help them complete their purchasing decisions.

The Interactive Services segment derives the largest percentage
of its revenue from direct referral fees paid by online
merchants and service providers (advertisers) that enter into
contractual agreements that allow them to place text-based,
linked advertisements on the segments Web sites. The
referral fees paid by advertisers are based on a
cost-per-click
pricing structure, which means that advertisers pay only when
consumers click on their linked ads.
Cost-per-click
pricing provides advertisers with an efficient means of
evaluating the effectiveness of their advertising. Of particular
importance for advertisers is the number of sales resulting from
users clicking on their linked advertising. The segments
search businesses encourage sustained advertising relationships
with merchants and service providers by demonstrating a
measurable return on investment for the referral fees they pay.

The advertising links placed by merchants and service providers
serve as the primary database of information for the
segments Web sites. Because the success of our Interactive
Services businesses depends largely on a quality user experience
and repeated visits by users, ad links are intentionally
presented in an unobtrusive and uniform format that provides
users with impartial and factual information on products and
services.

The Interactive Services segment also derives revenue from
contractual advertising agreements with general search engines
such as Google and Yahoo!. The agreements allow the general
search engines to leverage relationships with their respective
advertisers by placing sponsored links on our Interactive
Services Web sites. Similar to our direct advertising
relationships with merchants and service providers, the general
search engines pay referral fees on a
cost-per-click
basis.

In addition to referral fees from linked ads and advertising
links sponsored by general search engines, the segments
Web sites also derive revenue from switching fees
earned in the U.K. for administering purchase transactions
between consumers and service providers and from the sale of
banner display advertising on all of the segments Web
sites.

Revenue categories as a percentage of total Interactive Services
segment revenue are as follows:

Switching fees from advertising relationships with service
providers in the U.K., 14 percent in 2007 vs.
16 percent in 2006.

The Interactive Services segment measures operating performance
in terms of net revenue, which is defined as total revenue minus
traffic acquisitions costs. Traffic acquisition costs are those
marketing expenses related to generating user traffic to the
segments Web sites. The success of the segments
businesses is largely dependent on their ability to efficiently
and economically attract a high volume of user traffic.

The segments businesses use a combination of online and
off-line strategies to increase consumer awareness and
subsequently generate user traffic. They include:



Search Engine Marketing. Search Engine
Marketing refers to the purchase of text-based advertising links
on general search engines such as Google and Yahoo!. The
positioning and display of those paid advertising links is
dependent on the acquisition of relevant keywords that determine
the quality and effectiveness of general search results. The
segments businesses participate in continuous keyword
bidding auctions that are hosted by general search engines with
the objective of acquiring keywords that result in the most
advantageous positioning and display of purchased advertising
links adjacent to general search results.



Search Engine Optimization. Search Engine
Optimization refers to the continuous, algorithmic selection of
relevant keywords that, when used by general search engine
users, result in the most advantageous positioning and display
of links to the segments Web sites within general search
results. Traffic generated by Search Engine Optimization
generally results in higher net revenues for the segments
businesses than traffic generated by Search Engine Marketing.



Offline advertising and marketing techniques, which refers to
the purchase of television, newspaper, magazine, outdoor and
other more traditional forms of advertising, and the execution
of effective public relations campaigns, to increase brand
awareness for the segments businesses.

The company expects all of its Interactive Services businesses
to benefit from the growth in online shopping and overall
consumer acceptance of Internet commerce internationally and in
the United States.

SHOPZILLA

Shopzilla is a network of online search and comparison shopping
services that helps consumers find and compare prices of
millions of products that are offered for sale by thousands of
retail merchants via the Internet.

Shopzilla network brands include Shopzilla.com, BizRate.com and
LowPriceShopper.com in the United States; Shopzilla.co.uk
and BizRate.co.uk in the United Kingdom; Shopzilla.fe in France;
and Shopzilla.de in Germany. Shopzilla Web sites in the United
States collectively attract 20 to 25 million unique
visitors each month.

Shopzilla has established BizRate.com and Shopzilla.com as
leading online search and comparison shopping Web sites by
aggregating one of the Internets largest organized indexes
of products and services. Shopzilla comparison shopping services
are free to consumers who access the index via simplified,
intuitively designed Internet home pages that feature
prominently displayed and easy-to-use search boxes. Shopzilla
also operates a consumer feedback network within the BizRate
brand that annually collects and publishes on its Web sites
millions of consumer reviews of stores and products.

Shopzillas proprietary shopping search logic system and
patented relevance function, ShopRank, make it possible for
consumers to instantly obtain accurate search results for
specific products and services. Search query results are
organized and displayed on graphically designed, layered
presentation pages that include product listings, images,
comparative pricing information, links to online merchants and
service providers and user-generated and professional product
reviews. Search results also include merchant reliability
rankings based on the shared experiences of Shopzilla users.

The index of products and services serves as the primary
database for Shopzilla Web sites. The database is aggregated
using a highly automated system for identifying products,
building online catalogs and classifying and organizing product
information feeds from merchants and service providers.
Shopzilla builds advertising relationships with participating
online merchants by providing them with a scalable, self-service
sign-up
process, an efficient
cost-per-click
pricing structure and a real-time reporting system that enables
them to manage the return on the investment they are making to
advertise on Shopzilla.

Shopzilla devotes considerable time and financial resources to
continuously improving the user experience, the effectiveness of
its proprietary search logic system for consumers and merchant
advertisers, the design of its Web sites and the expansion of
its searchable index of products and services.

USWITCH

uSwitch operates two Web sites  uSwitch.com and
buy.co.uk  in the United Kingdom that were created to
make it easy for consumers to shop for and compare prices on a
range of home services, including gas, electricity, water,
heating cover, car insurance, home telephone, digital
television, broadband, credit cards, personal loans, secured
loans and current accounts.

The uSwitch business model capitalizes on growing consumer
acceptance of broadband Internet services and growth in the
comparison shopping and switching market in the U.K. uSwitch is
the U.K.s leading provider of energy-related price
comparison and switching services, but also has completed
multiple product launches in a diverse range of other vertical
markets.

uSwitch derives revenue primarily from fees paid by service
providers for consumer leads that are delivered via the Internet
and converted into actual sales. The value of uSwitch is
directly proportional to the number of leads directed to service
providers that are converted into sales. The business closely
monitors user traffic characteristics and conversion ratios.

Consumers who use uSwitch are presented with a continuously
updated and proprietary dataset of information including prices
and product characteristics, impartial content listings of
industry suppliers, service ratings and customer advice.
Consumers also are presented with online calculators and other
personalization tools that are

designed to help them evaluate purchase decisions. uSwitch Web
sites feature simple, easy-to-use home pages with intuitive,
prominently displayed search boxes. The Web sites
proprietary search algorithm enables consumers to quickly and
easily identify and switch to service providers that offer the
most economically advantageous rates, fees or costs.

The quality of the user experience at uSwitch relies on strong,
contractual relationships the business has established with a
diverse a range of service providers and other strategic
partners. uSwitch is not reliant on any single service provider
in any of its product verticals. Suppliers provide continuously
updated pricing and product information that serves as the
primary database of information accessed by consumers. Fees are
paid by suppliers on a
cost-per-click
and space-rental basis, and are dependant on the number of
switches that are ultimately converted.

All of our executive officers are currently employees of E. W.
Scripps. After the spin-off, none of these individuals will
continue to be employees of E. W. Scripps. The following table
sets forth information as
of ,
2008, regarding the individuals who are expected to serve as our
executive officers following the spin-off.

Kenneth W. Lowe. Mr. Lowe is expected to
serve as Chairman, President and Chief Executive Officer of
Scripps Networks Interactive. He currently serves as President
and Chief Executive Officer of E. W. Scripps and has held that
position since October 2000. Prior to that time, Mr. Lowe
served as President and Chief Operating Officer from January
2000 to October 2000 and as Chief Executive Officer from 1994 to
2000 of E. W. Scripps Scripps Networks division.

Joseph G. NeCastro. Mr. NeCastro is
expected to serve as Executive Vice President and Chief
Financial Officer of Scripps Networks Interactive.
Mr. NeCastro joined E. W. Scripps in May 2002 as Chief
Financial Officer and since 2006 has served as Executive Vice
President and Chief Financial Officer. Prior to joining E. W.
Scripps, Mr. NeCastro was the Chief Financial Officer of
Penton Media Inc. from 1998 to May 2002.

Anatolio B. Cruz III. Mr. Cruz is
expected to serve as Executive Vice President, Chief Legal
Officer and Corporate Secretary of Scripps Networks Interactive.
He currently serves as Executive Vice President and General
Counsel of E. W. Scripps, a position he has held since 2007.
Mr. Cruz joined E. W. Scripps in March 2004 as Senior Vice
President and General Counsel. From 1999 until joining E. W.
Scripps in 2004, Mr. Cruz was Vice President, Deputy
General Counsel and Assistant Secretary of BET Holdings Inc.

Mark S. Hale. Mr. Hale is expected to
serve as Senior Vice President/Technology Operations and Chief
Technology Officer of Scripps Networks Interactive. He currently
serves as Senior Vice President of Technology Operations of E.
W. Scripps and Executive Vice President of Operations of its
Scripps Networks division, positions he has held since August
2006. Mr. Hale joined E. W. Scripps in 1994 as a member of
the original management team that oversaw the launch of HGTV and
was promoted to Vice President of Technology Operations for E.
W. Scripps in 2005.

Lori A. Hickok. Ms. Hickok is expected to
serve as Senior Vice President/Finance. She currently serves as
Vice President/Controller of E. W. Scripps, a position she has
held since June 2002.

John F. Lansing. Mr. Lansing is expected
to serve as Senior Vice President/Scripps Networks Interactive.
He currently serves as a Senior Vice President of E. W. Scripps
and President of its Scripps Networks division, positions he has
held since January 2005. He served as Executive Vice President
of the Scripps Networks division from 2004 to 2005, Senior Vice
President of Scripps Television Station Group from 2002 through
2004, Vice President of Scripps Television Station Group from
2001 through 2002, and Vice President and General Manager of
WEWS-TV
(Cleveland), an E. W. Scripps property, from 1997 through 2001.

Jennifer L. Weber. Ms. Weber is expected
to serve as Senior Vice President/Human Resources of Scripps
Networks Interactive. She joined E. W. Scripps in 2005 and
currently serves as its Senior Vice President of Human

Scripps Networks Interactive currently has no active operations
and its board of directors consists of certain executive
officers of E. W. Scripps. Prior to the spin-off, we expect that
E. W. Scripps will appoint the individuals set forth in the
table, all of whom are on the current E. W. Scripps Board of
Directors, to serve on our board of directors. It is currently
expected that two of such individuals who will become our
directors will continue to be members of the E. W. Scripps board
of directors following the spin-off. These individuals, Nackey E
Scagliotti and John H. Burlingame, are the trustees of The
Edward W. Scripps Trust. We intend to add two individuals to our
board, one of whom we expect will be a trustee of the Trust,
prior to or following completion of the spin-off. We expect that
such new trustee of the Trust will become a member of the E. W.
Scripps Board of Directors following completion of the spin-off.
The table below sets forth information as of January 31,
2008, regarding the individuals who are expected to be members
of our board of directors. For the biographical information of
Mr. Lowe, please see the section entitled Executive
Officers Following the Separation immediately preceding
this section.

Name

Age

Title

Kenneth W. Lowe

57

Chairman, President, Chief Executive Officer

Nicholas B. Paumgarten

62

Lead Director

John H. Burlingame

74

Director

David A. Galloway

64

Director

Jarl Mohn

56

Director

Jeffrey Sagansky

56

Director

Nackey E. Scagliotti

62

Director

Ronald W. Tysoe

54

Director

Nicholas B. Paumgarten. Mr. Paumgarten
has been a director of E. W. Scripps since 1988. He has served
as Chairman of Corsair Capital LLC (an investment firm) since
March 2006. He served as Managing Director of J.P. Morgan
Chase and the Chairman of J.P. Morgan Corsair II
Capital Partners L.P. from February 1992 to March 2006. He is a
director of Compucredit (a credit card company) and Sparta
Insurance.

John H. Burlingame. Mr. Burlingame has
been a director of E. W. Scripps since 1988 and is a trustee of
The Edward W. Scripps Trust. From 1963 to 2003 he was a partner
in the law firm of Baker & Hostetler LLP, serving as
its Executive Partner from 1982 to 1997.

David A. Galloway. Mr. Galloway has been
a director of E. W. Scripps since 2002. He served as President
and Chief Executive Officer of Torstar Corporation (a media
company listed on the Toronto Stock Exchange) from 1988 until
his retirement in May 2002. He is chairman of the Bank of
Montreal and of Harris Bankmont (a Montreal bank and subsidiary
of the Bank of Montreal) and is a director of Toromont
Industries (an equipment dealer and gas compression company).

Jarl Mohn. Mr. Mohn has been a director
of E. W. Scripps since 2002. He has been a Trustee of the Mohn
Family Trust since September 1991, served as Interim CEO at
MobiTV from May 2007 to October 2007, served as President and
Chief Executive Officer of Liberty Digital, Inc. from January
1999 to March 2002 and President and CEO of E! Entertainment
Television from January 1990 to December 1998. He is a director
and non-executive Chairman of CNET (an advertising-supported
collection of special interest web sites), and a director of XM
Satellite Radio Holdings, Inc. (a satellite radio service
provider), MobiTV (a private company that provides live
television and video programming to cell phones), KickApps (a
software company with applications to create social networks and
community), and Vuze (a
peer-to-peer
video distribution platform).

Jeffrey Sagansky. Mr. Sagansky has been a
director of E. W. Scripps since August 2003. He has served as
Co-Chairman
and CEO of Peace Arch Entertainment since November 2007,
Chairman of Elmtree Partners since January 2007 and Chairman of
Peoples Choice Cable TV since January 2005. He served as
Vice Chairman from December 2002 to August 2003 and CEO from
1998 to December 2002 of Paxson Communications. He was

Co-President
of Sony Pictures Entertainment from 1996 to 1998 and President
of CBS Entertainment from 1990 to 1994. He is a director of
American Media (a publishing company).

Nackey E. Scagliotti. Ms. Scagliotti has
been a director of E. W. Scripps since 1999 and is a trustee of
The Edward W. Scripps Trust. She has been Chairman of the Board
of Directors of The Union Leader Corporation (publisher of daily
and weekly newspapers) since May 1999. She served as the
Assistant Publisher of Union Leader Corporation from 1996 to May
1999. She served as President from 1999 to 2003 and Publisher in
1999 and 2000 of Neighborhood Publications, Inc. (publisher of
weekly newspapers).

Ronald W. Tysoe. Mr. Tysoe has been a
director of E. W. Scripps since 1996. He served as a Senior
Advisor of Perella Weinberg Partners LP from October 2006 until
September 2007. He served as Vice Chairman of Federated
Department Stores, Inc. (now Macys, Inc.) from April 1990
to October 2006. He is a director of Canadian Imperial Bank of
Commerce, Cintas (a company providing specialized services,
including uniform programs and other products to businesses),
NRDC Acquisition Corp. (a special purpose acquisition
corporation) and Taubman Centers, Inc. (a real estate company
that owns and operates regional shopping centers).

Composition
of Scripps Networks Interactive Board of Directors

Upon the consummation of our separation, our Board of Directors
will consist of ten members, all but one of whom we expect to
satisfy the independent standards established by the
Sarbanes-Oxley Act and the applicable rules of the SEC and the
New York Stock Exchange (NYSE).

The NYSE requires listed companies to have a majority of
independent directors on their boards and to ensure that their
compensation committee and governance committee are composed of
a majority of independent directors. Companies that qualify as
controlled companies do not have to comply with
these strictures so long as they disclose to shareholders that
the company qualifies as a controlled company and is
relying on this exemption. A controlled company is a
listed company of which more than 50 percent of the voting
power is held by an individual, a group, or another company.
Because The Edward W. Scripps Trust will hold a majority of our
outstanding Common Voting Shares, we could qualify as a
controlled company and could rely on the NYSE
exemption. At this time, we have no intention of relying on this
exemption.

Committees
of Scripps Networks Interactive Board of Directors

Our board of directors will establish the following standing
committees in connection with the discharge of its
responsibilities. The charters of these committees will be
modeled on the charters of the E. W. Scripps committees.

Executive Committee. Nicholas B. Paumgarten
(lead director), John H. Burlingame and Kenneth W. Lowe
(chairman) will be the members of the executive committee. The
board may delegate authority to the executive committee to
exercise certain powers of the board in the management of the
business and affairs of the Company between board meetings.

Audit Committee. Ronald W. Tysoe (chair),
Jeffrey Sagansky and
[ ]
will be the members of the audit committee. The purpose of the
committee will be to assist the board in fulfilling its
oversight responsibility relating to the integrity of our
financial statements and financial reporting process, our
systems of internal accounting and financial controls and our
internal audit functions. The committee will be responsible for
the annual independent audit of our financial statements, the
engagement of the independent auditors and the evaluation of the
independent auditors qualifications, independence,
performance and fees; our compliance with legal and regulatory
requirements, including disclosure controls and procedures; the
evaluation of enterprise risk issues; and the fulfillment of all
other responsibilities to be outlined in its charter. Each
expected member of the audit committee is financially literate,
under applicable SEC and NYSE standards. In addition,
Mr. Tysoe is an audit committee financial
expert, as defined under SEC regulations. No member of the
committee may receive any compensation, consulting, advisory or
other fee from us, other than the board compensation described
elsewhere in this information statement, as determined in
accordance with applicable SEC and NYSE rules. Members serving
on the audit committee will be limited to serving on two other
audit committees of public companies, unless our board of
directors evaluates and determines that commitments in excess of
such limit would not impair his or her effective service to us.

Compensation Committee. David A. Galloway
(chair), John H. Burlingame, Jarl Mohn and Ronald W. Tysoe will
be the members of the compensation committee. The committee will
review and approve our goals and objectives relevant to
compensation of senior management and evaluate the performance
of senior management in light of those goals and objectives.
With respect to the senior managers, the committee will
establish base compensation levels, the terms of incentive
compensation plans and equity-based plans and post-service
arrangements. The committee will review all of the components of
the chief executive officers compensation, including goals
and objectives, and make recommendations to the board of
directors. With respect to any funded employee benefit plans,
the committee will appoint and monitor named fiduciaries. On an
annual basis, the committee will review the operation of our
compensation program to evaluate its coordination and execution
and review any management perquisites. The committee will review
succession planning relating to positions held by senior
officers and make recommendations with respect thereto to the
board of directors. The committee will review and make
recommendations with respect to director compensation. The
committee will have the authority to engage outside consultants
to assist in determining appropriate compensation levels for the
chief executive officer, other senior managers and directors.

Nominating & Governance
Committee. Nackey E. Scagliotti (chair), John H.
Burlingame, Nicholas B. Paumgarten, Jeffrey Sagansky and
[ ]
will be the members of the nominating and governance committee.
The purpose of the committee will be to assist the board by
identifying individuals qualified to become board members and to
recommend director nominees to the board; to recommend to the
board corporate governance guidelines; to lead the board in an
annual review of the boards performance; and to recommend
nominees for each committee of the board.

Selection
of Nominees for Scripps Networks Interactive Board of
Directors

In determining candidates for nomination, the nominating and
governance committee will seek the input of our chairman and
chief executive officer and may engage outside search firms to
assist it in identifying and contacting qualified candidates.
All candidates will be evaluated by the committee using the
qualification guidelines included as part of the corporate
governance guidelines we expect to adopt. We expect these
guidelines to be modeled on the guidelines of E. W. Scripps. As
part of the selection process, the committee and the board of
directors will examine candidates business skills and
experience, personal integrity, judgment, and ability to devote
the appropriate amount of time and energy to serving the best
interests of shareholders.

Shareholders wishing to recommend individuals for consideration
as directors will be able to contact the nominating and
governance committee by writing to our corporate secretary.
Recommendations by shareholders will be evaluated in the same
manner as committee recommendations. Shareholders who want to
nominate directors for election at our next annual meeting of
shareholders will be required to follow the procedures described
in our corporate governance guidelines.

Compensation
Committee Interlocks and Insider Participation

With the exception of Mr. Lowe, none of our executive
officers will serve as a member of our Board of Directors.
Mr. Lowe will not serve on our compensation committee.
Following the spin-off, none of our executive officers will
serve as a member of the compensation committee of any entity
that has one or more executive officers serving on our
compensation committee.

Related
Party Transactions

Under its charter, the audit committee of our board of directors
will be responsible for reviewing any proposed related party
transaction. We expect our audit committee to approve a
statement of policy with respect to related party transactions
which will be modeled on the E. W. Scripps policy and recognize
that such transactions can present a heightened risk of
conflicts of interest or improper valuation or the perception
thereof. We expect that this policy will define the term
related party, will require management to present to
the audit committee for its approval any related party
transaction, and will set forth appropriate disclosure
procedures.

Prior to the distribution date, Scripps Networks Interactive
will adopt a written Code of Business Conduct and Ethics,
patterned after E. W. Scripps code of the same name, which
will set forth Scripps Networks Interactives

policy that all directors, officers, and employees avoid
business and personal situations that may give rise to a
conflict of interest. A conflict of interest under
the code will occur when an individuals private interest
significantly interferes or appears to significantly interfere
with Scripps Networks Interactives interest. The code will
provide that the audit committee (or its designee) is generally
responsible for enforcement of the code relating to members of
the board of directors and that Scripps Networks
Interactives management committee (or its designee) will
be responsible for enforcement of the code relating to officers
and employees. Scripps Networks Interactive expects to have
procedures pursuant to which significant transactions and
transactions that are related party transactions under
Securities and Exchange Commission rules will be subject to
disclosure and review by an appropriate disinterested party
(which may include one or more directors or executive officers).

This Compensation Discussion and Analysis describes The E. W.
Scripps Companys (E. W. Scripps) compensation
philosophy for named executive officers for 2007, and the ways
in which Scripps Networks Interactive, Inc. (Scripps
Networks Interactive) anticipates that its compensation
philosophy will differ from that of E.W. Scripps after
Scripps Networks Interactive becomes a separate public company.
Initially, Scripps Networks Interactives compensation
program will be similar to those applicable to the executive
officers at Scripps and Scripps Networks Interactive does not
anticipate that there will be many differences immediately
following the separation. The compensation committees of both of
Scripps and Scripps Networks Interactive will review the impact
of the separation on all aspects of compensation and make
appropriate adjustments.

For purposes of this Compensation Discussion and Analysis,
Scripps Networks Interactives named executive officers are
Messrs. Lowe, NeCastro, Lansing, Cruz and Hale. These
individuals are referred to collectively as Named Executive
Officers (NEOs). Each of these NEOs, other than
Mr. Hale, is also a NEO of Scripps.

Overview
of Compensation Program

Objectives

Historically. E. W. Scripps executive
compensation program is designed to meet the following three
objectives that align with and support E. W. Scripps
strategic business goals:



Attract and retain executives who lead Scripps efforts to
build long-term value for shareholders.

Emphasize the variable performance-based components of the
compensation program more heavily than the fixed components.

These objectives will remain the same following the separation.

Compensation
Elements

Historically. The key elements of
Scripps executive compensation program are base salary,
annual incentives, long-term incentives consisting of stock
options and performance-based restricted stock, and retirement
benefits. The compensation program has also included certain
perquisites, but these perquisites are not a key element of
compensation. Each element of compensation is designed to
fulfill Scripps compensation objectives discussed above.

Going Forward. Following the separation,
Scripps Networks Interactive expects to continue to use the mix
of compensation elements described above.

Use of
Market Data

Historically. E. W. Scripps believes that each
element of the compensation program should remain competitive in
order to attract and retain key executive talent. To help
determine the competitive market, the E. W. Scripps Compensation
Committee relies, in part, on market compensation data of
comparable executive positions within similarly-sized media
companies.

E. W. Scripps considers this market information when
establishing base salary, annual incentive and long-term equity
opportunities, and generally strives to structure each element
close to the median of the market data. However, the E. W.
Scripps Compensation Committee retains the flexibility to make
adjustments in order to respond to market conditions,
promotions, individual performance or other circumstances. In
addition, the E. W. Scripps Compensation Committee considers the
value of the total compensation package when making decisions
for each element of compensation. The E. W. Scripps Compensation
Committee also monitors the competitiveness of the
companys retirement and perquisite programs on an annual
basis; although, these benefit programs generally do not change
from year-to-year.

As in prior years, the company prepared a market analysis for
each of the NEOs positions using media industry survey data. The
market analysis included compensation at the median and
75th percentile
for each of the following elements:

Total direct compensation, which is total cash compensation plus
equity awards.

The E. W. Scripps Compensation Committee selected a peer group
of companies from the survey that were comparable in size,
business and ownership to the company and therefore compete with
the company for executive talent. A revenue-based regression
analysis for each NEO position was included in the market
analysis to further refine the comparison. The following table
lists the companies included in this group as of 2007:

Towers Perrin Media Survey
Public Companies with Revenues Greater than
$500 million

ADVO

McGraw-Hill

Belo

Media General

Cablevision Systems

Meredith

CBS

New York Times

Charter Communications

R.R. Donnelley

Clear Channel Communications

Sinclair Broadcast Group

Comcast Cable Communications

Thomson

Discovery Communications

Time Warner

Dow Jones

Tribune

Gannett

Univision Communications

Hearst-Argyle Television

Viacom

IAC/InterActive

Walt Disney

John Wiley & Sons

Washington Post

Lions Gate Entertainment Corp.

Yahoo!

McClatchy

The market analysis included market data for each component
described above, plus historical base salary, annual incentive
and equity grants of the NEOs for the prior three years. The E.
W. Scripps Compensation

Committee used this report in establishing each component of
compensation, as described in more detail under Analysis
of Each Compensation Element.

Going Forward. Some of the companies
represented in the peer group analysis for E. W. Scripps include
companies that are primarily in the newspaper or broadcast
industry, which is no longer an appropriate comparison group for
Scripps Networks Interactive. Scripps Networks Interactive will
closely examine the survey to determine whether a more
appropriate peer group can be established. If a satisfactory
peer group cannot be identified for Scripps Networks
Interactive, then it will use the full media industry survey and
use a revenue-based regression analysis to appropriately size
executive pay.

Variable
Compensation

Historically. A significant portion of E. W.
Scripps executive compensation program is
variable or at risk. This means that a
significant portion of total direct compensation is contingent
upon achieving specific results that are essential to E. W.
Scripps long-term success and growth in stockholder value.
As described in the table above, the variable components of the
compensation program include annual incentives,
performance-based restricted shares and stock options. Each of
these components is described in more detail under the heading
Analysis of Each Compensation Element.

The E. W. Scripps Compensation Committee has not established a
specific formula for the allocation of fixed and variable
compensation components and instead retains the discretion to
modify the allocation from year to year. For 2007, an average of
68 percent of total direct compensation levels (assuming
target performance) for the NEOs (other than Mr. Lowe) was
weighted towards variable components. The total direct
compensation for the CEO was roughly 81 percent variable,
which reflects a greater focus on performance-based pay as a
percent of total compensation. The E. W. Scripps Compensation
Committee believes this approach directly aligns the CEO with
shareholder interests and is reflective of his greater
responsibilities.

As illustrated below, for the NEOs, E. W. Scripps pay mix
between fixed and variable is relatively consistent with the
market:

Going Forward. It is expected that Scripps
Networks Interactive will take a similar approach to determining
the weighting and mix of fixed and variable compensation
elements.

Analysis
of Each Compensation Element

Following is a brief summary of each element of the 2007
compensation program for NEOs, which was established by the E.
W. Scripps Compensation Committee. For each element, Scripps
Networks Interactive has identified changes to the compensation
program that have occurred in 2008 and how Scripps Networks
Interactive anticipates that the compensation program will
operate after Scripps Networks Interactive becomes an
independent public company.

It is not variable or at risk, meaning that it
provides a degree of financial stability for the executives.



It is used to compensate NEOs for the value of their role and
contributions to the company.

Base salary also forms the basis for calculating other
compensation opportunities for NEOs:



It is used to establish annual incentive opportunities (see
Annual Incentive).



It is included in final average compensation for
purposes of determining retirement benefits (see
Retirement Plans).



It is included in the formula for calculating separation pay due
upon a qualifying termination of employment (see
Employment Agreements and Change in Control Plan).

Base salaries are designed to be competitive with base salaries
paid by the companies in the market survey data to executives
with similar responsibilities. In order to ensure that E. W.
Scripps paid a competitive base salary in 2007, the E. W.
Scripps Compensation Committee considered the market analysis
prepared for each NEO, which reflected the median and
75th percentile
base salary levels.

The base salaries for the NEOs were targeted at the median level
within the survey data, adjusted to reflect the
individuals scope of responsibilities, level of experience
and skill, and the caliber of his or her performance over time.
When making these adjustments, the E. W. Scripps Compensation
Committee considered the historical base salary level for each
NEO for the past three years and the impact that base salary
increases would have on the amount of the NEOs retirement
benefits. The E. W. Scripps Compensation Committee also took
into account the total direct compensation levels of each NEO,
which includes base salary, annual and long-term incentives,
when setting the base salary and the other elements of total
direct compensation. Mr. Lowe, as Chief Executive Officer,
also provided the E. W. Scripps Compensation Committee an annual
evaluation of the performance of each executive officer
reporting to him and his recommendations for base salary
adjustments.

After discussing the individual performance of each NEO and pay
recommendations, and after making its own assessment of the
performance of each such executive officer, the E. W. Scripps
Compensation Committee established the base salaries for each
NEO. As seen in the chart below, base salary increases were
larger for those NEOs whose base salary was substantially lower
than the market median (Messrs. NeCastro, Lansing and Cruz)
in order to be more competitive with the market, and in the case
Mr. Cruz, to reflect his promotion to executive vice
president. Mr. Lowe and Mr. Hale received a base
salary increase that maintains his base salary at a level close
to the market median.

2006 Base Salary

as Percent of

2007 Base Salary

NEO

Market Median

Increase Percent

Lowe

100

%

4.8

%

NeCastro

79

%

9.1

%

Lansing

75

%

13.0

%

Cruz

83

%

16.9

%

Hale

93

%

5.7

%

Please refer to the Salary column of the Summary
Compensation Table for the 2007 base salaries of the NEOs.

Going Forward. The E. W. Scripps Compensation
Committee will review the base salaries of our NEOs to determine
the impact of becoming an independent public company. It is
anticipated that following the separation the base salary of
each of our NEOs will be reviewed following the end of each
calendar year and adjusted based on the principles similar to
the ones outlined above.

Historically. E. W. Scripps maintains the
Executive Annual Incentive Plan under which NEOs are eligible to
receive annual cash payments based on the extent to which
certain operational goals are achieved. The E. W. Scripps
Compensation Committee believes that a competitive annual
incentive program is an important component of total
compensation because:



It rewards executives for achieving annual operating results.



It is a performance-based component that provides variable or
at risk compensation.



It forms the basis for calculating separation pay due upon a
qualifying termination of employment (see Employment
Agreements and Change in Control Plan).

Target
Incentive Opportunities

Under the Executive Annual Incentive Plan, NEOs had the
opportunity to earn targeted incentive cash payments that were
calculated as a percentage of each executives annual base
salary. These percentages were developed by the E. W. Scripps
Compensation Committee according to each executives
position and level of responsibility.

In order to ensure that E. W. Scripps offered competitive annual
incentive opportunities in 2007, the E. W. Scripps Compensation
Committee considered the overall performance of each NEO as well
as market survey data and recommendations of the CEO. The survey
data reflected the median and
75th percentile
total cash compensation, which is base salary plus actual cash
incentive compensation.

In general, the E. W. Scripps Compensation Committee attempted
to target the total cash compensation of the NEOs to the median
total cash compensation levels of the survey data. However, the
E. W. Scripps Compensation Committee also believed that it was
important to provide similar annual incentive opportunities for
each group of NEOs that has similar levels of operational
responsibility within the company.

Performance
Goals

For 2007, the annual incentive awards were based on a formula
that took into consideration the achievement of segment profit
and earnings per share goals during the year. The goals were
established by the E. W. Scripps Compensation Committee in
February 2007 and took into account the strategic business plans
approved by the E. W. Scripps Board of Directors. In 2007, the
target segment profit and earnings per share goals, and the
weight given to each goal, were:

Target

Annual

Incentive

(As a

Weights

Percent of Target

Percent of

Segment

Targets Segment

Actual Segment

Achieved Segment

NEO

Base Pay)

Profit/EPS

Profit/EPS

Profit/EPS

Profit/EPS

Lowe

120

%

60/40

$890.3 mil/$2.44

$826.1 mil/$2.31

92.79%/94.67%

NeCastro

60

%

60/40

$890.3 mil/$2.44

$826.1 mil/$2.31

92.79%/94.67%

Cruz

55

%

60/40

$890.3 mil/$2.44

$826.1 mil/$2.31

92.79%/94.67%

Lansing

60

%

60/40

$595.9 mil/$2.44

$603.5 mil/$2.31

101.27%/94.67%

Hale(1)

50

%

30/30/40

$890.3 mil/$595.9 mil/$2.44

$826.1 mil/$603.5 mil/$2.31

92.79%/101.27%/94.67%

(1)

(30 percent consolidated and 30 percent Networks
segment profits)

These performance goals were used because:



Segment profit. Segment profit is the measure
in which E. W. Scripps evaluates the operating performance of
each business segment and the measure of performance most
frequently used by investors to determine the value of the
company. Segment profit is defined as E. W. Scripps net
income determined in accordance with accounting principles
generally accepted in the United States excluding interest,
income taxes, depreciation and amortization, divested operating
units, restructuring activities, investment results and certain
other

items. For NEOs whose primary responsibilities are
corporate-wide (Messrs. Lowe, NeCastro and Cruz), the
segment profit goal was based on the consolidated performance of
all the divisions of E. W. Scripps. For Mr. Lansing, whose
primary responsibility is managing Scripps Networks, the segment
profit goal was based on performance of that division.
Mr. Hale has a dual role that is both corporate wide and
divisional. His segment profit goal is therefore split between
the consolidated performance of all the divisions of E. W.
Scripps and the performance of Scripps Networks.



Earnings per share. Earnings per share
represent the portion of a companys profit allocated to
each outstanding share of common stock and is the most
comprehensive measure of the companys profitability.



Adjustments. E. W. Scripps actual
segment profit and earning per share results will be adjusted to
determine the percent of target achieved. Adjustments are
required to eliminate the impact of extraordinary events, such
as hurricanes, on the companys financial results and to
ensure that sound business decisions, such as restructurings,
are not postponed until the current compensation cycle is
complete. These items are excluded because E. W. Scripps does
not want NEOs to be inappropriately rewarded or penalized for
unexpected events. E. W. Scripps also wants to encourage the
NEOs to make sound operating decisions without being influenced
by fluctuations in annual incentive payouts.

Payout
Percentages

For 2007, the annual incentive opportunity could vary from
0 percent to 165 percent of the targeted percentage of
base salary, according to the level of overall performance
achieved for the year relative to the established performance
goal. This payout schedule is a sliding scale that was designed
to motivate and reward exceptional performance. The payout
percentage decreases if targeted performance is not achieved,
and the payout percentage increases if the company surpasses its
targeted goals. For example:



If performance is less than 75 percent of target, no annual
incentive is earned.



If performance equals 75 percent of target, only
5 percent of the target incentive award is earned.



If performance equals 100 percent of target, then the
entire target award is achieved.



If performance equals or exceeds 125 percent of target,
then 165 percent of the target award is achieved.

Achievement at maximum performance results in total cash
compensation levels at approximately the 75th percentile of
the market survey. The following table reflects the actual
achievement level for each performance goal along with the
payout percentage for each performance goal for 2007. Based on
the criteria established at the beginning of the performance
period, the E. W. Scripps Compensation Committee was required to
adjust the consolidated segment profit and earnings per share
results in 2007 to take into account severance costs associated
with staff reductions at several of the E. W. Scripps
newspapers, costs related to the upcoming separation, and an
impairment charge related to losses and challenging business
conditions at uSwitch. Furthermore, the E. W. Scripps
Compensation Committee exercised negative discretion by
decreasing the earnings per share portion of the annual
incentive payout for Messrs. Lowe, NeCastro and Cruz by
50 percent to reflect the disappointing business results
that led to the impairment charge.

Final Payout Percent

Percent of Target Achieved

Preliminary Payout Percent

Segment Profit/EPS

NEO

Segment Profit/EPS

Segment Profit/EPS

(After Negative Discretion)

Lowe

92.79%/94.67%

83.37%/89.01%

83.37%/44.51%

NeCastro

92.79%/94.67%

83.37%/89.01%

83.37%/44.51%

Cruz

92.79%/94.67%

83.37%/89.01%

83.37%/44.51%

Lansing

101.27%/94.67%

102.54%/89.01%

102.54%/89.01%

Hale

92.79%/101.27%/94.67%

83.37%/102.54%/89.01%

83.37%/102.54%/89.01%

Additional
Information

For more information on the 2007 annual incentive opportunity
for NEOs, please refer to the Grants of Plan-Based
Awards table. The Estimated Future Payouts Under
Non-Equity Incentive Plan Awards column of that table
provides the estimated payouts for NEOs at threshold, target and
maximum performance levels. Please refer to

the Non-Equity Incentive Plan Compensation column of
the Summary Compensation Table for the actual amounts earned by
each NEO under the Executive Annual Incentive Plan for the 2007
performance period.

Going Forward. In connection with the
separation, Scripps Networks Interactive will adopt the
Executive Annual Incentive Plan. Each NEO will participate in
the plan following the separation on terms commensurate with his
post-separation level of responsibility. It is anticipated that
the initial performance period under the new Executive Annual
Incentive Plan will commence following the separation and will
end December 31, 2008, and that the target incentive
opportunities, performance goals and payout percentages will be
established based on principles similar to the ones currently
used by E. W. Scripps.

Long-Term
Incentives

Historically. In 2007, the E. W. Scripps
Compensation Committee granted awards of performance-based
restricted shares and stock options to the NEOs. The E. W.
Scripps Compensation Committee believes that a competitive
long-term incentive program is an important component of total
compensation because it:

Provides executives with an opportunity for stock ownership to
align their interests with shareholders.



Helps to emphasizes variable or at risk compensation.



Rewards executives for achieving annual operating results.

Long-Term
Incentive Opportunities

Under the E. W. Scripps long-term incentive program, the NEOs
were granted equity awards as recommended by the E. W. Scripps
CEO and approved by the E. W. Scripps Compensation Committee.
The E. W. Scripps Compensation Committee approved the target
value of the equity award for each NEO based on each NEOs
position and level of responsibility, the historical equity
grants and a total assessment of the market analysis. The
E. W. Scripps Compensation Committee did not consider
existing ownership levels in establishing long-term incentive
opportunities, as it wanted to encourage stock ownership among
the NEOs. Decisions regarding long-term incentive grants were
made based on role, amount of impact and retention objectives.
Survey data was referenced, but is generally unreliable since it
fluctuates from year-to-year.

For 2007 the target value of the equity award for each executive
was as follow:

Target Value of 2007

Long-Term Incentive

NEO

Equity Award

Lowe

$

3.285 million

NeCastro

$

1.314 million

Cruz

$

0.657 million

Lansing

$

0.854 million

Hale

$

0.526 million

Once the E. W. Scripps Compensation Committee established the
target value of each of the NEOs equity awards, one half of the
value was awarded as stock options while the other half was
awarded as performance-based restricted stock. The E. W. Scripps
Compensation Committee believes that using a combination of
performance-based restricted shares and stock options strikes an
appropriate balance between focusing executives on achieving
specified operational goals and increasing long-term shareholder
value, as more fully described below.

Stock
Options

The stock options were granted with an exercise price equal to
the fair market value of E. W. Scripps Class A common
shares on the date of grant, have an eight-year term and vest in
three annual installments, beginning on the first anniversary of
the date of grant.

Because the value of stock options increases when the stock
price increases, stock options align the interests of NEOs with
those of shareholders. In addition, stock options are intended
to help retain key executives because they vest over three years
and, if not vested, are forfeited if the employee leaves E. W.
Scripps before retirement.

For more information on the stock options granted to NEOs in
2007, including the number of shares underlying each option
grant and its exercise price, please refer to the Grants
of Plan-Based Awards table. For information about the
total number of stock options outstanding as of the end of 2007
with respect to each NEO, please refer to the Outstanding
Equity Awards at Fiscal Year-End table.

Performance-Based
Restricted Stock Awards

The performance-based restricted stock awards provided NEOs with
an opportunity to receive restricted shares based on the extent
to which E. W. Scripps attains specified levels of segment
profit during the year. The restricted shares that are earned
vest in installments on each March 15 of the succeeding three
years (25 percent in the year after the end of the
performance period, 25 percent in the second year, and
50 percent in the third year). Half of the vesting occurs
in the third year to further enhance retention.

The performance-based restricted shares are consistent with the
overall objective of rewarding operational performance, since
the number of shares earned depends on the extent to which E. W.
Scripps achieves the specified consolidated segment profit level
during the year. Moreover, the vesting schedule of the
restricted shares ultimately earned provides retention
incentives for NEOs and also helps to focus them on increasing
the value of the company over time.

The segment profit goal was based on the consolidated
performance of all the divisions of E. W. Scripps. This goal was
selected for all of the NEOs instead of a combination of
consolidated and divisional because, as a long-term reward
vehicle, E. W. Scripps wanted the focus to be on increasing the
value of the company as a whole. This approach encourages
cooperation among the operating divisions of E. W. Scripps. For
2007, the goal for consolidated segment profit was
$890.3 million.

The actual number of restricted shares earned was determined
based on the achievement of the consolidated segment profit goal
for the year. The number of restricted shares earned could vary,
from 0 percent to 165 percent of the targeted number
of shares granted, according to the level of consolidated
performance achieved for the year relative to the performance
goal. The payout schedule was the same as the one used for the
annual incentive program. The restricted shares earned will vest
25 percent in the first and second years and
50 percent in the third year.

For 2007, the earned number of restricted shares was
83.37 percent of the targeted number of restricted shares.
This was based on a consolidated segment profit achievement of
$826 million which represented 92.79 percent of the
targeted consolidated segment profit goal.

In addition, Mr. Cruz received a second grant, valued at
$533,000 in recognition of his promotion to Executive Vice
President and General Counsel, effective June 1, 2007. The
grant was a combination of stock options and restricted shares
that vest equally over three years.

Additional
Information

For more information on the performance-based restricted stock
awards granted to NEOs in 2007, please refer to the Grants
of Plan-Based Awards table. The Estimated Future
Payouts Under Equity Incentive Plan Awards column of that
table provides the estimated number of restricted shares earned
for each NEO at threshold, target and maximum performance
levels. For information about the total number of restricted
shares outstanding as of the end of 2007 with respect to each
NEO, please refer to the Outstanding Equity Awards at
Fiscal Year-End table.

For 2008, the E. W. Scripps Compensation Committee will grant
time-based restricted shares to our NEOs in lieu of
performance-based restricted shares. The E. W. Scripps
Compensation Committee believes that the time-based restricted
shares will enhance our retention incentives during the
separation transaction. The restricted shares will vest in equal
installments on the first three anniversaries of the date of
grant, provided that the executive remains with E. W. Scripps on
the vesting date.

In preparation for the separation, the E. W. Scripps
Compensation Committee decided that, effective as of the
separation, these awards will be converted into awards of
Scripps Networks Interactive Class A common stock in a
manner designed to preserve the intrinsic value of those awards,
as described in more detail under the Employee Matters
Agreement. The E. W. Scripps Compensation Committee adopted this
approach in an effort to directly align the interests of Scripps
Networks Interactive employees with the new company and the
growth value of the stock. The awards will remain subject to the
same vesting and exercise restrictions as applied prior to the
separation.

Going Forward. Scripps Networks Interactive
will adopt the 2008 Long-Term Incentive Plan. Each NEO will
participate in the plan following the separation commensurate
with his post-separation level of responsibility. Scripps
Networks Interactive will continue to establish the long-term
incentive target value for each NEO based on the principles
outlined above and that the target value will be allocated
equally between stock options and performance-based restricted
shares. The terms of the equity awards will generally mirror
those described above.

Equity
Grant Practices

Historically. The E. W. Scripps Incentive Plan
Committee (a sub-committee of the E. W. Scripps Compensation
Committee) grants annual equity awards at the February meeting
of the committee. This meeting date is set typically two years
in advance. The E. W. Scripps Incentive Plan Committee does not
grant equity compensation awards in anticipation of the release
of material nonpublic information. Similarly, E. W. Scripps does
not time the release of material nonpublic information based on
equity award grant dates.

Going Forward. Scripps Networks Interactive
intends to adopt equity grant practices that are substantially
similar to the ones described above.

Retirement
Plans

Historically. E. W. Scripps maintains a
defined benefit pension plan and a 401(k) plan, which cover NEOs
along with substantially all other non-union employees of the
company and its subsidiaries.

In order to attract and retain key executive talent, the E. W.
Scripps Compensation Committee believes that it is important to
provide the executive officers, including NEOs, with retirement
benefits that are in addition to those generally provided to its
employees. As a result:



E. W. Scripps supplements the pension plan for all executives
whose pay and contributions exceed the IRS limitations through
the E. W. Scripps Supplemental Executive Retirement Plan
(SERP). For more information on the pension plan and
the SERP, please refer to the Pension Benefits table.



NEOs may also defer specified portions of their compensation
under the Executive Deferred Compensation Plan and receive
matching contributions in each case in excess of what they are
able to defer under the 401(k) Plan due to IRS limitations. For
more information about the Executive Deferred Compensation Plan,
please refer to the Non-Qualified Deferred
Compensation table.

The E. W. Scripps Compensation Committee believes that the SERP
and the Executive Deferred Compensation Plan are important
retention and recruitment tools, as many of the companies in
which E. W. Scripps competes for executive talent provide
similar benefits to their senior executives.

Going Forward. In connection with the
separation, Scripps Networks Interactive will establish a
defined benefit pension plan, a 401(k) plan, SERP and Executive
Deferred Compensation Plan that are substantially similar to the
corresponding E. W. Scripps plans described above. Scripps
Networks Interactive will also assume the obligations for
benefits accrued by our employees, including our NEOs, under
those E. W. Scripps plans.

Health,
Welfare and Other Personal Benefits

Historically. In addition to the principal
compensation components described above, the NEOs were entitled
to participate in all health, welfare, fringe benefit and other
arrangements generally available to other employees of E. W.
Scripps.

E. W. Scripps also provided the NEOs with a financial
planning benefit pursuant to the terms of their employment
agreements, plus an additional payment to cover the taxes
associated with the compensation value of this benefit. E. W.
Scripps also provided perquisites that facilitate involvement of
executive officers in the business community by sponsoring
membership in luncheon and business clubs, and with respect to
Mr. Lowe, a country club membership per his employment
agreement.

For more information about the perquisites provided in 2007 to
each NEO, please refer to the All Other Compensation
column of the Summary Compensation Table.

Going Forward. Scripps Networks Interactive
intends to take the same approach as E. W. Scripps with respect
to granting minimal perquisites and other personal benefits to
executives.

Employment
Agreements and Change in Control Plan

The E. W. Scripps Compensation Committee believes that
employment agreements convey E. W. Scripps commitment to
each NEO while offering flexibility for any potential changes.
Accordingly, E. W. Scripps provides severance protections for
NEOs under their respective employment agreements and the Change
in Control Plan.

Employment
Agreements

Historically. Each NEO (other than
Mr. Hale) would be entitled to severance benefits under his
employment agreement in the event of a termination of employment
by E. W. Scripps without cause or a termination by
the executive for good reason, death or disability.
The severance benefits are generally determined as if the
executive continued to remain employed by E. W. Scripps through
the remainder of the term covered by the employment agreement,
consistent with market practices.

In exchange for the severance benefits, the NEOs agree not to
disclose E. W. Scripps confidential information and agree
not to compete against E. W. Scripps or solicit its employees or
customers for a period of time after termination. These
provisions protect E. W. Scripps interests and help to
ensure its long-term success.

Please refer to the Potential Payments Upon Termination or
Change in Control section of this information statement
for information regarding potential payments and benefits, if
any, that each NEO is entitled to receive under his employment
agreement in connection with his termination of employment.
Please refer to the narrative following the Summary Compensation
Table for a description of the compensation and benefits
provided under the employment agreements.

Going Forward. In connection with the
separation, Scripps Networks Interactive will enter into an
employment agreement with each of Messrs. NeCastro and Cruz
that is substantially comparable to the corresponding
E. W. Scripps employment agreement for each
individual. In addition, in an effort to standardize employment
agreements after the separation, Scripps Networks Interactive
will enter into an employment agreement with Messrs. Lowe,
Lansing and Hale that is substantially similar to the one
covering Messrs. NeCastro and Cruz.

Change
in Control Plan

Historically. All NEOs are provided change in
control protection. For Mr. Lowe, the terms of his change
in control protection are covered in his employment agreement.
The other NEOs are covered under the Senior Executive Change in
Control Plan. Under this plan, a NEO would be entitled to
certain severance benefits if a change in control
were to occur and E. W. Scripps terminated the executives
employment without cause or the executive terminated
his employment with E. W. Scripps for good reason
within a two-year period following the change in control. For
Mr. Lansing, whose primary responsibility is managing
Scripps Networks, his employment agreement also provides change
in control protections in the event of a sale of Scripps
Networks. The severance levels were established by the E. W.
Scripps Compensation Committee.

The E. W. Scripps Compensation Committee believes that the
occurrence, or potential occurrence, of a change in control
transaction will create uncertainty regarding the continued
employment of NEOs. The change in control protections allow NEOs
to focus on the companys business and objectively evaluate
any future proposals during potential change in control
transactions without being distracted by potential job loss. It
also enhances retention

following a change in control, as the severance benefits are
payable only if the executive incurs a qualifying termination
within a certain period following a change in control, rather
than merely as a result of the change in control.

All equity awards held by NEOs would immediately vest upon a
change in control. Unlike the cash severance described above,
the vesting is not contingent upon a qualifying termination
within a certain period following a change in control. This
single trigger is appropriate because the equity of
the Company will change and the E. W. Scripps Compensation
Committee believes NEOs should have the same opportunity to
realize value as common shareholders.

Please refer to the Potential Payments Upon Termination or
Change in Control section for information regarding
potential payments and benefits, if any, that each executive is
entitled to receive in connection with a change in control.

Going Forward. In connection with the
separation, Scripps Networks Interactive will adopt an Executive
Change in Control Plan that provides benefits substantially
comparable to the benefits provided under the E. W. Scripps
Senior Executive Change in Control Plan. Mr. Lowe will also
participate in the Change in Control Plan in lieu of the
protections contained in his existing employment agreement.

Set forth below is information concerning the compensation
earned in 2006 and 2007 by the Named Executive Officers of
Scripps Networks Interactive (NEOs). All
compensation amounts set forth in the following tables represent
compensation paid to the applicable NEO in connection with his
service to The E. W. Scripps Company (E. W.
Scripps). As described in the Compensation Discussion and
Analysis (CD&A), the compensation and benefits
provided to the NEOs by Scripps Networks Interactive, Inc.
(Scripps Networks Interactive) may differ from the
compensation and benefits historically provided to the NEOs by
E. W. Scripps because historical compensation was determined by
E. W. Scripps and future compensation will be determined based
on compensation policies, programs and procedures to be
established by Scripps Networks Interactives compensation
committee.

Summary
Compensation Table

The following table presents information concerning compensation
paid to the NEOs in 2006 and 2007.

Change in

Pension Value

and

Nonqualified

Non-Equity

Deferred

Stock

Option

Incentive Plan

Compensation

All Other

Name and

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

Principal Position

Year

($)

($)

($)(1)

($)(1)

($)(2)

($)(3)

($)(4)

($)

Kenneth W. Lowe

2007

1,100,000

0

2,598,016

2,399,907

895,277

840,348

75,973

7,909,521

Chairman & Chief Executive

2006

1,050,000

0

3,536,808

2,923,091

1,260,000

1,083,392

69,980

9,923,271

Officer

Joseph G. NeCastro

2007

600,000

0

493,274

453,140

244,166

85,598

137,557

2,013,735

Executive Vice President &

2006

550,000

0

426,705

433,832

330,000

61,247

129,648

1,931,432

Chief Financial Officer

John F. Lansing

2007

650,000

0

400,540

311,144

378,799

183,198

36,750

1,960,431

President/Scripps Networks

2006

575,000

0

363,056

297,820

306,176

128,919

34,250

1,705,221

Anatolio B. Cruz III

2007

493,750

0

266,881

256,417

177,826

51,476

34,115

1,280,465

Executive Vice President,

2006

385,000

0

193,733

191,643

200,061

36,552

28,960

1,035,949

Chief Legal Officer and
Corporate Secretary

Mark Hale

2007

415,000

0

126,800

235,206

189,607

87,900

29,707

1,084,220

Senior Vice President

2006

392,500

0

54,300

238,484

176,613

64,689

24,525

951,111

Technology Operations and
Chief Technology Officer

(1)

Represents the expense recognized in E. W. Scripps
financial statement related to restricted stock and stock option
awards granted in 2007 and in prior years. Because Mr. Lowe
is eligible for retirement, the entire grant

date fair value of his awards was fully expensed in the year of
grant. The expense was determined in accordance with Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (revised 2004), Share Based Payment
(FAS 123(R)), but disregards the impact of
estimated forfeitures relating to service-based vesting
conditions. See footnote 19 of the Consolidated Financial
Statements contained in E. W. Scripps Annual Report on
Form 10-K
for the year ended December 31, 2007 (2007 Annual
Report) for an explanation of the assumptions used in the
valuation of these awards. For information about the awards
granted in 2007, please refer to the Grants of Plan-Based Awards
table and to the CD&A. For information on all outstanding
equity awards as of December 31, 2007, please refer to the
Outstanding Equity Awards at Fiscal Year-End table.

(2)

Represents the annual incentive earned by each NEO under the E.
W. Scripps Executive Bonus Plan for the applicable calendar
year. For additional information about the 2007 annual incentive
opportunities under the E. W. Scripps Executive Bonus Plan,
please refer to the Grants of Plan-Based Awards table and
CD&A.

(3)

Represents the increase in the present value of the accumulated
benefits under the pension plan and the E. W. Scripps
Supplemental Executive Retirement Plan (SERP) for
the applicable calendar year. For information on these plans,
please refer to the Pension Benefits table. The NEOs did not
accrue any preferential or above-market earnings on
non-qualified deferred compensation.

(4)

Represents the perquisites and other benefits outlined in the
table below. For more information about these benefits, please
refer to the CD&A.

Represents all amounts paid by E. W. Scripps for dining,
business and country clubs.

(iii)

Represents reimbursement of taxes imposed on the financial
planning benefit. This column also includes the tax
gross-up
paid to Mr. NeCastro on his loan repayment. To assist
Mr. NeCastro in satisfying an obligation with his previous
employer, E. W. Scripps loaned him $356,905 in 2002.
Mr. NeCastro was obligated to repay the loan, with interest
at 4.75 percent per year, by July 26, 2007. Until such
time, E. W. Scripps withheld an amount of his annual incentive
to repay interest and principal on the loan in an amount equal
to the lesser of (i) 50 percent of his annual
incentive earned for each year, or (ii) $80,000. E. W.
Scripps agreed to pay Mr. NeCastro an additional bonus, the
net amount of which equaled the taxes applicable to the portion
of the annual incentive withheld for the loan payment.
Mr. NeCastros obligation was paid in full in 2007.

(iv)

Represents the amount of all matching contributions made under
E. W. Scripps 401(k) Plan and Executive Deferred
Compensation Plan.

Salary
and Bonus in Proportion to Total Compensation

The NEOs generally receive 42 percent to 55 percent of
their total direct compensation in the form of base salary and
cash incentive awards under the Executive Bonus Plan. Please see
the CD&A for a description of the objectives of E. W.
Scripps compensation program and overall compensation
philosophy.

Employment
Agreements

Four of the NEOs have entered into employment agreements with E.
W. Scripps. These employment agreements enhance retention
incentives for NEOs and also protect E. W. Scripps
interests by imposing

confidentiality, noncompetition, nonsolicitation and other
restrictive covenants on the executives. Following is a brief
summary of the employment agreements.

Employment
Agreement for Mr. Lowe

On June 16, 2003, E. W. Scripps entered into an employment
agreement with Mr. Lowe, pursuant to which he serves as
President and Chief Executive Officer and as a member of the
Board of Directors. On July 31, 2007, the agreement was
extended through June 20, 2010. During the term,
Mr. Lowe is entitled to: (i) a base salary that is not
less than that paid to him for the immediately preceding year
and an annual target bonus opportunity equal to no less than
80 percent of his salary; (ii) participate in all
equity incentive, employee pension, welfare benefit plans and
fringe benefit programs on a basis no less favorable than the
most favorable basis provided other senior executives of E. W.
Scripps; (iii) life insurance equal to his base salary; and
(iv) reimbursement for tax and financial planning up to
maximum of $15,000 per year, the annual membership fees and
other dues associated with one country club and one luncheon
club, and the costs of an annual physical examination.

Employment
Agreement for Mr. Lansing

Effective January 1, 2004, E. W. Scripps entered into an
employment agreement with Mr. Lansing. The term of the
agreement expires on December 31, 2008. During the term,
Mr. Lansing is entitled to an annual base salary of no less
than $550,000 and a target annual incentive opportunity of no
less than 50 percent of base salary. Mr. Lansing is
also entitled to all benefits provided to senior level
executives in accordance with E. W. Scripps policies in
effect from time to time.

Employment
Agreements for Mr. NeCastro and Mr. Cruz

In June 2006, E. W. Scripps entered into an employment agreement
with Mr. NeCastro. On July 31, 2007, E. W. Scripps
entered into an employment agreement with Mr. Cruz in
connection with his promotion to the position of Executive Vice
President. Each of these agreements has a three-year term that
extends for an additional year on each anniversary of the first
day of the terms, unless E. W. Scripps provides notice not to
extend. During the term, (i) the annual base salary for
each executive will be no less than $550,000 for
Mr. NeCastro, and $525,000 for Mr. Cruz; (ii) the
target bonus opportunity will be 60 percent of base salary
for Mr. NeCastro and 55 percent of base salary for
Mr. Cruz; (iii) each executive is eligible to
participate in all equity incentive plans, employee retirement,
pension and welfare benefit plans available to similarly
situated executives of E. W. Scripps; and (iv) each
executive is also entitled to reimbursement for tax and
financial planning up to a maximum of $15,000 per year, the
annual membership fees and other dues associated with one
luncheon club, and the costs of an annual physical examination.

Please refer to the Potential Payments Upon Termination or
Change in Control section for information regarding
potential payments and benefits, if any, that each executive is
entitled to receive under his employment agreement in connection
with his termination of employment or change in control, along
with a brief description of the applicable non-competition,
non-solicitation, confidentiality and other restrictions
applicable to each executive.

Letter
Agreement with Mr. Hale

On July 7, 2005, E. W. Scripps entered into a letter
agreement with Mr. Hale to confirm his then-current
compensation arrangements. The letter agreement was not intended
to serve as an employment agreement and does not provide for any
severance benefits.